UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-10362

MGM Resorts International

(Exact name of Registrant as specified in its charter)


Delaware						88-0215232
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

3600 Las Vegas Boulevard South - Las Vegas, Nevada 89109

(Address of principal executive offices) (Zip Code)

(702) 693-7120

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value	MGM	New York Stock Exchange (NYSE)

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has ﬁled a report on and attestation to its management’s assessment of the eﬀectiveness of its internal control over ﬁnancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting ﬁrm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive oﬃcers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes ☐ No ☒

The aggregate market value of the Registrant’s Common Stock held by non-affiliates of the Registrant as of June 30, ~~2024~~2025 (based on the closing price on the New York Stock Exchange Composite Tape on June 30, ~~2024~~2025) was $105.38 billion. Shares of common stock held by each officer and director and by each person who owns 10% or more of the outstanding common shares have been excluded. As of February 149, ~~2025~~2026, ~~285~~255,~~550~~828,~~604~~519 shares of Registrant’s Common Stock, $0.01 par value, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s definitive Proxy Statement for its 2025 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	1311
Item 1B.	Unresolved Staff Comments	2928
Item 1C.	Cybersecurity	3028
Item 2.	Properties	3230
Item 3.	Legal Proceedings	3331
Item 4.	Mine Safety Disclosures	3331
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3432
Item 6.	Reserved	3634
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	3634
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	5149
Item 8.	Financial Statements and Supplementary Data	5351
	Consolidated Financial Statements	5755
	Notes to Consolidated Financial Statements	6260
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	9488
Item 9A.	Controls and Procedures	9488
Item 9B.	Other Information	9589
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	9589
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	9690
Item 11.	Executive Compensation	9690
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	9690
Item 13.	Certain Relationships and Related Transactions, and Director Independence	9690
Item 14.	Principal Accounting Fees and Services	9690
PART IV
Item 15.	Exhibits, Financial Statements Schedules	9791
Item 16.	Form 10-K Summary	~~103~~96
	Signatures	~~104~~97

PART I

ITEM 1. BUSINESS

MGM Resorts International is referred to as the “Company,” “MGM Resorts,” or the “Registrant,” and together with its subsidiaries may also be referred to as “we,” “us” or “our.” ~~MGM China Holdings Limited together with its subsidiaries is referred to as “MGM China.”~~

Overview

MGM Resorts International is a Delaware corporation incorporated in 1986 that acts largely as a holding company and, through subsidiaries, is a global gaming and entertainment company with domestic and international locations featuring best-in-class hotels and casinos, state-of-the-art meeting and conference spaces, incredible live and theatrical entertainment experiences, and an extensive array of restaurant, nightlife and retail offerings, as well as sports betting and online gaming operations.

We believe we operate several of the finest casino properties in the world and we continually reinvest in our properties to maintain our competitive advantage. We make significant investments in our properties through newly remodeled hotel rooms, restaurants, entertainment and nightlife offerings, as well as other new features and amenities. We believe we operate the highest quality resorts in each of the markets in which we operate. Ensuring our properties are the premier resorts in their respective markets requires capital investments to maintain the best possible experiences for our guests. We also believe that through our online gaming operations, we can create a scaled global online gaming business.

As of December 31, ~~2024~~2025, we operate 16 domestic casino properties and, through our approximate 56% controlling interest in MGM China Holdings Limited (together with its subsidiaries, “MGM China”), which owns MGM Grand Paradise, S.A. (“MGM Grand Paradise”), operate two casino properties in Macau. Additionally, through our 50% ownership interest in MGM Osaka IRCorporation KK(“MGM Osaka”), an unconsolidated affiliate, we are developing an integrated resort in Osaka, Japan. We also have global online gaming operations primarily through our consolidated subsidiary LV Lion Holding Limited (together with its subsidiaries, “LeoVegas”) and through our 50% ownership interest in BetMGM, LLC (“BetMGM North America Venture”), an unconsolidated affiliate.

We lease the real estate assets of our domestic properties pursuant to triple net lease agreements, as further discussed in Note 11.

In recent years, in furtherance of our vision to become the world’s premier gaming entertainment company, we have implemented an asset-light business model, which has involved a comprehensive review of our owned real estate assets to find opportunities to monetize those assets efficiently and allow unlocked capital to be redeployed towards balance sheet improvements, new growth opportunities, and to return value to our shareholders. At the same time, we have continued to focus on key growth opportunities that align with our vision, particularly by investing in U.S. online sports betting and iGaming through BetMGM North America Venture, acquiring and investing in LeoVegas to expand our global online presence, expanding our digital capabilities, and seeking to further diversify our ~~Asia~~international operations with development efforts in Japan.

As part of that business strategy, we have sought and executed on opportunities to invest in our growth areas, divest our real estate assets, and acquire, or enter into venture transactions, with respect to online gaming and the operations of integrated casino, hotel, and entertainment properties. For additional information relating to our acquisitions, divestitures, venture transactions, and other arrangements made in furtherance of our business strategy, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as the notes to our consolidated financial statements.

General

Most of our revenue is cash-based, through customers wagering with cash or paying for non-gaming services with cash or credit cards. We rely on the ability of our operations to generate operating cash flow to fund capital expenditures, provide excess cash flow for future development, acquisitions or investments, and repay debt financings.

Our results of operations do not tend to be seasonal in nature as our digital operations and all of our casino properties typically operate 24 hours a day, every day of the year, with the exception of Empire City, which operates 20 hours a day, every day of the year. However, a variety of factors may affect the results of any interim period, including the timing of major conventions, Far East baccarat volumes, the timing of entertainment and sports events, the amount and timing of marketing and special events for our high-end gaming customers, and the level of play during major holidays,

including New Year and Lunar New Year. Our primary casino and hotel operations are owned and managed by us. Other amenities may be owned and operated by us, owned by us but managed by third parties for a fee, or leased to third parties. We also lease space to third-party retail and food and beverage operators, particularly for branding opportunities.

As of December 31, ~~2024~~2025, we have four reportable segments: Las Vegas Strip Resorts, Regional Operations, MGM China, and MGM Digital, as generally described below. See Note 17 for detailed financial information about our reportable segments.

Las Vegas Strip Resorts and Regional Operations

Las Vegas Strip Resorts. Las Vegas Strip Resorts consists of the following casino resorts: Aria (including Vdara), Bellagio, The Cosmopolitan of Las Vegas (“The Cosmopolitan”) ~~(upon its acquisition in May 2022)~~, MGM Grand Las Vegas (including The Signature), Mandalay Bay (including W Las Vegas and Four Seasons), ~~The Mirage (until its disposition in December 2022),~~ Luxor, New York-New York (including The Park), Excalibur, and Park MGM (including ~~NoMad~~The ~~Las~~Reserve ~~Vegas~~at Park MGM).

Regional Operations. Regional Operations consists of the following casino properties: MGM Grand Detroit in Detroit, Michigan; Beau Rivage in Biloxi, Mississippi; Gold Strike Tunica in Tunica, Mississippi (until its disposition in February 2023); Borgata in Atlantic City, New Jersey; MGM National Harbor in Prince George’s County, Maryland; MGM Springfield in Springfield, Massachusetts; Empire City in Yonkers, New York; and MGM Northfield Park in Northfield Park, Ohio.

Over half of the net revenue from our Las Vegas Strip Resorts is typically derived from non-gaming operations, including hotel, food and beverage, entertainment and other non-gaming amenities and the majority of the net revenue from our Regional Operations is typically derived from gaming operations. Our long-term strategy continues to be to market to different customers and utilize our significant convention and meeting facilities to allow us to maximize hotel occupancy and customer volumes, which also leads to better labor utilization. Our operating results are highly dependent on the volume of customers at our properties, which in turn affects the price we can charge for our hotel rooms and other amenities.

Our casino operations feature a variety of slots and table games. In addition, we provide our premium players access to high-limit rooms and lounge experiences where players may enjoy an upscale atmosphere.

MGM China

WeAs of December 31, 2025, we own approximately 56% of MGM China, which owns MGM Grand Paradise, the Macau company that owns and operates the MGM Macau and MGM Cotai casino resorts and holds the related gaming concession and land concessions. We believe ~~our ownership interest in~~ MGM China plays an important role in extending our reach internationally and will foster future growth and profitability. ~~Although~~We ~~visitation during 2022 was significantly reduced by the novel 2019 coronavirus (“COVID-19”) pandemic, visitation during 2023 and 2024 rebounded, and we~~ expect the long-term future growth of the Asian gaming market to drive additional visitation at MGM Macau and MGM Cotai.

Our current MGM China operations relate to MGM Macau and MGM Cotai, discussed further below. MGM China’s revenues are generated primarily from gaming operations, which are conducted under a gaming concession held by MGM Grand Paradise, a subsidiary of MGM China. Gaming in Macau is currently administered by the Macau Government through concessions awarded to six different concessionaires.

MGM Digital

MGM Digital is our consolidated online gaming portfolio which is primarily comprised of LeoVegas, which is headquartered in Sweden and Malta and operates internationally, primarily in Europe and, asthrough ~~well~~its ~~as our other~~ consolidated ~~subsidiaries~~venture, ~~that~~in ~~offer interactive gaming~~Brazil. Revenues are derived from its online gaming product offerings, which include iGaming, digital slots and table games, as well as live dealer and online sports betting.

Corporate and Other

We have additional business activities including our investments in unconsolidated affiliates and certain other corporate and management operations. Our investments in unconsolidated affiliates are primarily comprised of our ventures, such as BetMGM North America Venture and ~~Osaka~~MGM ~~IR KK~~Osaka.

Customers and Competition

We operate in highly competitive environments. We compete against gaming companies, as well as other hospitality companies in the markets in which we operate, neighboring markets, and in other parts of the world, including non-gaming resort destinations such as Hawaii. Our gaming operations compete to a lesser extent with state-sponsored lotteries, off-track wagering, card parlors, and other forms of legalized gaming in the United States and internationally. For further discussion of the potential impact of competitive conditions on our business, see “Item 1A. Risk Factors — Risks Related to our Business, Industry, and Market Conditions — We face significant competition with respect to destination travel locations generally and with respect to our peers in the industries in which we compete, including increased competition through online sports betting and iGaming, and failure to compete effectively could materially adversely affect our business, financial condition, results of operations and cash flows.”

Our primary methods of successfully competing include:

•Locating our properties in desirable leisure and business travel markets and operating at superior sites within those markets;

•Constructing and maintaining high-quality resorts and facilities, including luxurious guestrooms, state-of-the-art convention facilities and premier dining, entertainment, retail and other amenities;

•Recruiting, training and retaining well-qualified and motivated employees who provide superior customer service;

•Providing unique, “must-see” entertainment attractions;

•Investing in digital offerings and opportunities domestically and abroad; and

•Developing distinctive and memorable marketing, promotional and customer loyalty programs.

Las Vegas Strip Resorts and Regional Operations

Our customers include premium gaming customers; leisure and wholesale travel customers; business travelers, and group customers, including conventions, trade associations, and small meetings. We have a diverse portfolio of properties, which appeal to the upper end of each market segment and also cater to leisure and value-oriented tour and travel customers. Many of our properties have significant convention and meeting space which we utilize to drive business to our properties during midweek and off-peak periods.

Our Las Vegas casino properties compete for customers with a large number of other hotel casinos in the Las Vegas area, including major hotel casinos on or near the Las Vegas Strip, major hotel casinos in the downtown area, which is about five miles from the center of the Las Vegas Strip, and several major hotel casinos elsewhere in the Las Vegas area. Our Las Vegas Strip Resorts also compete, in part, with each other. Major competitors, including ~~new~~newer entrants, have either recently expanded their hotel room capacity and convention space offerings, or have plans to expand their capacity or construct new resorts in Las Vegas. Also, the growth of gaming in areas outside Las Vegas has increased the competition faced by our operations in Las Vegas.

Outside Nevada, our properties primarily compete with other hotel casinos in their markets and for customers in surrounding regional gaming markets, where location is a critical factor to success. In addition, we compete with gaming operations in surrounding jurisdictions and other leisure destinations in each region.

MGM China

The ~~Macau gaming market has two primary customer bases: main floor gaming operations and slot machine operations. The~~ majority of MGM China’s casino revenue has been provided by main floor gaming operations in recent years and we expect this ~~customer base~~ will be the primary source of growth in the future. We offer amenities to attract players such as premium gaming lounges and stadium-style electronic table games terminals, which include both table games and slots to create a dedicated exclusive gaming space for premium main floor players’ use, as well as non-gaming amenities, such as The Mansion, ~~and~~ MGM Cotai Emerald Villa, and MGM Macau Alpha Villa to attract ultra-high end customers.

Our key competitors in Macau include five other gaming concessionaires. We also encounter competition from major gaming centers located in other areas of Asia and around the world including, but not limited to, Singapore, South Korea, Vietnam, Cambodia, the Philippines, Australia, and Las Vegas.

MGM Digital

Our digital customers are located within the geolocation of the jurisdictions in which we are licensed to operate. By operating in licensed markets, which are subject to costs in the form of gaming taxes, we benefit from higher barriers to entry, which changes the competitive picture and provides value to companies such as ours. Our primary competitors are

other international online gaming companies. We also face competition from integrated resorts as well as other providers of entertainment.

Marketing

Our marketing strategy is deeply rooted in personalized engagement powered by advanced analytics to create experiences that resonate with our current and desired guests. Personalized marketing serves as a critical driver of growth for the company, enabling us to deepen customer loyalty, increase engagement, and enhance lifetime value by aligning our offerings with each guest segment’s unique preferences and needs. Central to this approach is MGM Rewards, our tiered loyalty program, which enables customers to earn benefits across gaming and non-gaming experiences. This program serves as a vital tool for capturing guest preferences and behaviors, allowing us to personalize interactions, offers, and experiences that are meaningful to each guest. As members progress through program tiers, they unlock exclusive benefits such as customized offers, priority access, and invitations to special events along with hotel stays, dining credits, and unique MGM Resorts experiences. At MGM China, we offer the M life loyalty program, which provides loyalty opportunities similar to MGM Rewards for non-gaming customers, and the Golden Lion Club for gaming focused customers. By incentivizing customers within our physical properties and with BetMGM North America Venture, we foster loyalty and increase customer lifetime value.

In addition to our loyalty programs, we leverage multiple marketing channels—including ~~brand ambassadors,~~ online, radio, television, print, and billboards in select U.S. and international cities. Our regional marketing offices and direct outreach channels via mail, email, and social media ensure consistent engagement. Our advanced data and analytics capabilities underpin our direct marketing, enabling us to segment customers based on preferences, behaviors, and their overall value to the organization. This segmentation allows us to deliver the highest level of personalized experiences across guest tiers, ensuring our product and program investments align with customer desires, drive incremental visits, and strengthen long-term relationships.

We leverage paid media and various social channels to reach our desired guests with precision, using targeted segmentation to deliver personalized content that resonates with specific customer interests and preferences. This allows us to engage high-value segments more effectively, amplifying brand loyalty and optimizing our marketing investments by connecting the right guests with the right offers and experiences.

Strategy

Our vision is to become the world’s premier gaming entertainment company. We are focused on driving profitability in our integrated resorts in the U.S. and Macau, expanding our international brick-and-mortar footprint in the world’s premier gaming markets, growing our global digital brands, and efficient capital allocation. Our globally recognized brands, strategically located assets, development opportunities, and evolving digital platforms allow us to reach an unparalleled target addressable market.

To achieve our vision, we developed our strategic plan, which is built on five pillars:

•Strong People and Culture. Recruit, develop and retain the best talent. Cultivate a culture of respect and a workplace that reflects our communities, employees, partners, and stakeholders.

•Customer-Centric Model. Prioritize our customers by leveraging our collection of strong brands and insights from our leading customer loyalty program, MGM Rewards, to deliver exceptional entertainment experiences and revenue growth.

•Gaming Entertainment. Innovate our gaming entertainment offerings to elevate quality and competitive edge. Expand our reach across both physical and online platforms to serve the widest possible market.

•Operational Excellence. Continuously refine our operating model to diversify business mix, improve operating efficiencies and increase margins. Strengthen digital capabilities to enhance customer loyalty.

•Disciplined Capital Allocation to Maximize Shareholder Value. Pursue targeted, attractive ROI opportunities that align with our strategic vision. Prioritize shareholder returns and maintain a strong balance sheet.

The strategic plan is designed for ongoing review, measurement, and adjustment to seize emerging opportunities.

In allocating resources, our financial strategy is focused on maintaining and enhancing existing properties, pursuing strategic growth through mergers, acquisitions and development, repaying debt and maximizing shareholder returns. We believe there are sound investment opportunities in new initiatives and at existing properties that will deliver profitable returns.

We regularly evaluate targeted opportunities in both domestic and international markets that provide attractive returns on investment. These include: Owning, ~~managing,~~ and/or operating gaming and non-gaming facilities, as well as expanding into new markets and expanding our brands for iGaming and online sports betting. Additionally, we leverage our

~~expanding into new markets for iGaming and online sports betting. Additionally, we leverage our~~ management expertise and the strong recognition of our brands through strategic partnerships and international expansion opportunities.

We continue to enhance the efficiency of our operating model by optimizing our Centers of Excellence and achieving best-in-class operating performance through adjustments within corporate and business units. In addition, we have and will continue to refine several improvement and cost cutting initiatives focused on labor, sourcing, and revenue generation. These efforts strengthen our operating model and position us as a more resilient company.

We continue to focus on our key growth opportunities, including developing an integrated resort in Japan, ~~investing~~expanding inour BetMGM North America Venture, and advancing international digital opportunities~~, and exploring a full-scale commercial gaming opportunity in New York~~.

In Japan, MGM Osaka ~~IR KK~~ signed an agreement with Osaka Prefecture and Osaka City in September 2023 to implement its government-certified Area Development Plan (“ADP”) for the development of an integrated resort in Osaka, Japan. Preliminary construction began on the site of the future resort in 2024. During 2025, the construction of the project progressed as anticipated.

We believe that BetMGM North America Venture is well-positioned as a long-term leader in online sports betting and iGaming. BetMGM North America Venture has launched Single App Single Wallet in Nevada allowing our customers who sign up while visiting one of our properties the ability to bring their digital wallet home, an important customer retention feature. BetMGM North America Venture has also increased its parlay product capabilities with the addition of Angstrom technology which we expect to help drive further customer satisfaction as well as increased hold for BetMGM North America Venture.

We are growing our business internationally through MGM Digital by building on our core markets and identifying new opportunities for expansion and brand distribution~~, requiring limited capital~~. We continue to evolve our technology platform, the backbone for our development.

In ~~connection~~the ~~with~~United ~~our~~Arab ~~vision~~Emirates to(“UAE”), ~~transform~~we ~~Empire~~currently ~~City~~have ina ~~New~~non-gaming ~~York~~management ~~into~~agreement awith ~~full-scale~~Wasl ~~commercial~~Hospitality ~~gaming~~to ~~facility,~~bring wethe ~~are~~Bellagio, ~~actively~~Aria, ~~working~~and onMGM ~~our~~Grand ~~response~~brands to Dubai. With the ~~request~~UAE’s ~~for~~establishment ~~application~~of ~~that~~the ~~was~~General ~~issued~~Commercial inGaming ~~January~~Regulatory ~~2023~~Authority, ~~for~~tasked ~~three~~with ~~downstate~~creating a regulatory framework for commercial gaming ~~licenses.~~in the UAE, we are encouraged by the potential opportunity for gaming expansion in Dubai.

In the United Arab Emirates (“UAE”), we currently have a non-gaming management agreement with Wasl Hospitality to bring the Bellagio, Aria, and MGM Grand brands to Dubai. With the UAE’s establishment of the General Commercial Gaming Regulatory Authority, tasked with creating a regulatory framework for commercial gaming in the UAE, we are encouraged by the potential opportunity for gaming expansion in Dubai. We are continuously exploring new geographies for future development, including Thailand.

Technology

We believe technology, powered by our advanced data and analytics capabilities, enables us to deliver highly personalized digital experiences and targeted marketing that elevate the guest experience. This approach drives operational efficiency and supports sustainable, long-term revenue growth. Through our app and other digital platforms, we deliver tailored content and experiences that deepen guest engagement and build loyalty to our brand and offerings. Additionally, with a focus on the development of our proprietary technology and product innovation, we believe this positions our digital operations for further expansion into new markets and to maintain our growth within existing markets.

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~~Additionally,~~Corporate ~~our~~Responsibility ~~data capabilities empower data-driven decision-making, delivering faster insights and enabling more agile and informed decisions across all areas of our business.~~

We have a longstanding commitment to Corporate Responsibility. For over a decade, we have had board-level oversight of our Corporate Responsibility efforts. Our corporate and people strategies and corporate responsibility approach center on uplifting our people and the communities in which we operate. A comprehensive framework lays out four strategic pillars that guide our work: investing in environmental stewardship; fostering a culture of respect; supporting our communities; and demonstrating responsible business practices.

Social Impact & Sustainability

At MGM Resorts, our commitment to environmental and social responsibility has been long-standing. For over a decade, we have had a dedicated board committee focused on Corporate Social Responsibility and Sustainability (“CSR&S”). In 2019, we appointed one Executive Committee-level leader to manage the MGM Resorts Social Impact and Sustainability Center of Excellence. Reporting directly to the Chief Executive Officer and President, this leader serves as liaison to the CSR&S Committee of the Board of Directors. This leader also oversees the Human Resources function and is thus able to integrate social impact and sustainability considerations more deeply into the core culture of our organization through proactive management of our human and social capital initiatives.

Social Impact and Sustainability Reporting

The Company’s Social Impact and Sustainability Task Force, which is composed of executives from across the Company, including representation from the Company’s Executive Committee, conducted our first assessment of priority Social Impact and Sustainability topics, which guided our social impact and sustainability reporting since 2020. In 2023, we engaged external experts to assist with a more comprehensive assessment that focuses on both a topic’s impact on our Company, as well as our Company’s related impact on the world at large. We published a summary of our findings from this assessment in early 2024.

Throughout 2024, we continued our progress on key social impact and sustainability initiatives and disclosures, supporting our commitment to MGM Resorts’ Focused on What Matters platform and the UN Sustainable Development Goals. Our most recent Social Impact & Sustainability Report illustrated the Company’s progress towards our public goals. In 2024, we continued our reporting aligned with the recommendations of the Task Force on Climate-related Financial Disclosures and published our second Consolidated Social Impact & Sustainability Factbook. The factbook, which reflects U.S. and Macau operations data, is a centralized collection of our key social impact and sustainability metrics including our corporate social impact and sustainability goals, metrics aligned with Global Reporting Initiative standards, and metrics aligned with the Sustainability Accounting Standards Board Hotels & Lodging and Casinos & Gaming sector standards. We expect to publish updated materials in 2025 detailing progress made in 2024. These reports, as well as other disclosures, assurance statements, and policies are available at mgmresorts.com/en/company/esg.html. The content on this website is for informational purposes only and such content is not incorporated by reference into this Annual Report on Form 10-K.

Environmental Sustainability

We believe environmental stewardship is an important component of corporate leadership; as a Company, we strive to develop and operate our casino properties responsibly. Our environmental sustainability team assesses and implements projects and processes aimed to improve our environmental footprint with a focus on climate and greenhouse gas (“GHG”) emissions, energy and water efficiency, material disposal and diversion, and stakeholder engagement.

Climate Leadership

We have undertaken a comprehensive set of actions to mitigate the potential impacts of material climate-related risks on business activities. We believe our investments in energy efficiency and renewable energy help mitigate the potential financial impact of climate transition risks on our Company. We also endeavor to mitigate the physical impacts of climate change on our Company, such as the coastal flooding management actions we have taken at a small number of our properties in areas that may be subject to sea-level rise and extreme weather events.

In 2023, the Science Based Target Initiative (“SBTi”), a leading organization for third party guidance and independent validation of climate targets, approved our climate targets as science-based and in line with the goals of the Paris Agreement. Our combined Scope 1 & 2 target was validated as being in line with the 1.5 °C pathway, currently the organization’s most ambitious designation. We continue to make progress on our renewable energy strategy with our recently announced power purchase agreement to provide our Las Vegas properties with 115 megawatt (MW) of solar capacity and 100 MW of battery storage, in addition to the 100 MW MGM Resorts Mega Solar Array, which completed its third full year of operation.

These renewable energy sources play a key role in meeting the following climate goals across our domestic and MGM China operations:

•50% reduction in Scope 1 & 2 GHG emissions intensity (pounds of carbon dioxide equivalent per square foot; 2007 baseline) by 2030;

•50% reduction in absolute Scope 1 & 2 GHG emissions (metric tons of carbon dioxide equivalent; 2019 baseline) by 2030 (SBTi validated);

•30% reduction in absolute Scope 3 GHG emissions (metric tons of carbon dioxide equivalent; 2019 baseline) from purchased goods and services, fuel-and energy-related activities, waste generated in operations, and employee commuting by 2030 (SBTi validated); and

•100% renewable electricity purchased in U.S. and 80% purchased globally by 2030.

We intend to continue to explore additional renewable energy opportunities to meet our renewable power and emissions goals.

Water Stewardship

We believe in the importance of responsible water usage throughout our operations and supply chain. Our goal is to enhance long-term water efficiency by optimizing water systems and implementing conservation measures.

In response to declining conditions in the Colorado River Basin, in 2022, we developed a water white paper that established our ambition for water stewardship including a strategic framework and a global water policy to codify our commitment. Additionally, as a result of this white paper, MGM Resorts became the first gaming and Las Vegas-based company to endorse the CEO Water Mandate, a global coalition of major companies working to address global water challenges.

Throughout 2024, we refined our approach to water stewardship through the identification of five principles: Measurement, Efficiency, Quality, Culture and Citizenship. We strive to be a global leader in water stewardship and envision a sustainable future in which we have a positive impact in Las Vegas and the other communities in which we operate. In order to achieve this goal, we are focused on addressing water issues at the local level across our operations and supply chain, such as in Southern Nevada where consumptive water use reduction is a critical priority. We have engaged with stakeholders in each of our U.S. regions to develop action plans and enhance our basin-level water stewardship. In addition, we continued our water-related disclosures by participating in the 2024 CDP Water Security questionnaire. Furthermore, on World Water Day in 2024 (March 22), we announced a grant to the Southern Nevada water authority, enabling local employees to receive additional incentives for at-home water conservation to help advance our commitment to water conservation and support the environment.

Responsible Gaming

We have woven responsible gaming and gambling education into the fabric of our world-class gaming experiences and premier guest service. We train our employees to reinforce our commitment and approach to responsible gaming. We also offer a variety of resources throughout our properties, with the MGM Rewards Desk acting as the central hub for our innovative responsible gaming program, GameSense. GameSense is an industry-leading, enterprise-wide program that aligns responsible gambling policies with enhanced guest service and education. It is designed to promote sustainable and enjoyable experiences, by helping guests and employees make informed gambling decisions. At MGM China, we ~~established~~strictly acomply ~~Responsible~~with ~~Gaming~~all ~~Committee~~local laws and aremain ~~Responsible~~committed ~~Gaming~~to ~~Operations~~expanding ~~Team~~employee and community programs that ~~act~~foster asa ~~lines~~healthy ofand ~~defense~~orderly insociety. ~~identifying~~All ~~and~~MGM ~~addressing~~China ~~problem~~casinos ~~gaming-related~~have ~~issues~~been recognized by the government working group as “Responsible Gaming Implementation Model Units.” Digitally, we have implemented a number of functions and tools to protect customers and work proactively to provide support for individuals who develop unsound gaming behavior. Our website, LeoSafePlay.com, is dedicated to promoting responsible gaming. We have also invested heavily in technology and in the development of algorithms that detect early signs among players that can indicate a risk for unsound gaming. Within the framework of LeoSafePlay, we have launched a tool based on machine learning and algorithms that help in the creation of risk profiles for customers who are at risk of developing a gaming problem.

Human Capital

We are focused on fostering a people-driven culture exemplified by how we lead and uphold the following core company values to create an engaged workforce: Captivate Our Audience, Inspire Excellence, Champion Inclusion, and Win Together~~, to create an engaged workforce~~. Our long-term people strategy is designed to enhance talent attraction and development to support business objectives, guest experience, community engagement, and financial goals. Our workforce development strategies support local hiring and developing a robust workforce in the local communities in which we operate through veteran support, community training and employment, fulfilling local hiring commitments (where applicable), and through internship, educational, and leadership development programs. InOur ~~response to labor demands and agile staffing requirements, we have significantly~~ streamlined ~~our~~ recruitment processes ~~for~~result in faster sourcing and recruitment to meet ~~business~~the ~~and~~needs ~~operational~~of ~~needs~~the business. We work across the enterprise to strengthen our corporate culture, drive employee engagement, and foster well-being.

Growth and Development

We invest significant resources to develop the talent needed, now and for the future, to be aan ~~premier~~ employer of choice across the gaming, hospitality, and entertainment industries. We are committed to a culture of continuous learning where employees, at all levels, are engaged in developing their knowledge, skills, and abilities through a variety of modalities, including digitally. We support the long-term career aspirations of our employees through education and professional/personal development and skills-based learning. We continue to introduce new learning and development initiatives focused on a broad range of employee population segments. We offer tuition reimbursement, contribute toward student loan debt repayment, and have partnered with the Nevada System of Higher Education to enable employees to earn a degree online free of charge for all credit hours and reimburse employees for any required course textbooks. We have focused on growing our talent pipeline, investing in our frontline leadership population with a 12-month onboarding and development program, reinforcing our leadership expectations and company culture across all leadership positions and enhancing employee recognition across all levels.

7Fostering a Culture of Respect

~~where employees~~Externally, atwe ~~all~~strengthen ~~levels,~~communities ~~are~~and ~~engaged~~expand inbusiness ~~developing~~opportunities ~~their~~through ~~knowledge,~~strategic ~~skills~~partnerships, ~~and~~alignment ~~abilities~~with ~~through~~local aservice ~~variety of modalities~~commitments, ~~including digitally,~~ and weinvestment ~~support~~in ~~the~~local ~~long-term career aspirations of our employees through education~~ and ~~professional/personal~~small ~~development~~business ~~and skills-based learning. We continue to introduce new learning and~~ development ~~initiatives focused on a broad range of employee population segments~~. ~~We offer tuition reimbursement~~Internally, ~~contribute~~we ~~toward~~use ~~student~~multiple ~~loan~~channels ~~debt~~to ~~repayment,~~facilitate communication and ~~have~~to ~~partnered~~continuously ~~with~~advance the ~~Nevada~~core ~~System~~value ~~of Higher Education~~ to ~~enable~~Champion ~~employees~~Inclusion toby ~~earn~~cultivating a ~~degree~~culture ~~online free~~ of ~~charge~~respect. ~~for~~The ~~all~~channels ~~credit~~include ~~hours.~~but ~~Over~~are ~~the~~not ~~past~~limited ~~year~~to weopen ~~have~~forums ~~focused~~and onconversations ~~growing~~with ~~our talent pipeline~~executives, ~~reinforcing~~employee ~~our~~engagement ~~leadership~~surveys ~~expectations~~with ~~and~~detailed ~~company~~action ~~culture~~planning, ~~across~~and ~~all~~employee ~~leadership positions~~ and ~~enhancing~~business ~~employee~~resource ~~recognition~~groups, ~~and~~which ~~onboarding~~are ~~programs~~open ~~applicable~~to ~~across~~ all ~~levels~~employees.

Focused on Our Communities

Our corporate and people strategies and a social impact and sustainability approach that centers on embracing humanity. A comprehensive framework lays out five strategic pillars to guide our work: innovation; invest in people; build an inclusive culture; grow business and customer engagement; and enhance marketplace leadership and community relations, including through our supplier relationships. As part of this strategy, we have committed to the following four long-range 2025 goals: (1) ensure that our employees have equal access to leadership opportunities, (2) advance positive impacts within purchases of goods and services by building capacity among local suppliers, (3) expand our Supplier Mentorship Program to achieve 150 graduates, and (4) train 100% of U.S. management employees on social impact and sustainability policies and goals. Internally, we use multiple channels to facilitate communication and to continuously advance the core value to Champion Inclusion by cultivating a culture of respect. The channels include but are not limited to open forums and conversations with executives, employee engagement surveys with detailed action planning, and employee and business network groups, which are open to all employees. Responsibility is driven and led by our Chief People, Inclusion and Sustainability Officer, who reports directly to the Chief Executive Officer and President.

Health, Safety, and Wellness

Our approach to employee health and wellness is holistic and multi-dimensional, focusing on the four pillars of the MGM Resorts World of Wellbeing (WOW): physical, emotional, financial, and community. It is our priority to provide competitive benefit offerings that support the needs of our workforce. In an effort to better support the ~~emotional~~ well-being of our employees, we recently implemented a new virtual physical therapy solution that significantly increases access to qualified therapists. In addition, we have successfully transitioned to a new Employee Assistance Program (EAP) provider who offers an enhanced mental health benefit to our employees and their loved ones.

~~Community Engagement and Philanthropy~~6

Our approach, grounded by Focused on What Matters: Embracing Humanity and Protecting the Planet, articulates our purpose and our commitment to a set of priorities and goals intended to inspire actions that will have an enduring impact on the world. We understand our responsibility to contribute to the social and economic progress of the communities in which we operate and are invested in growing and supporting such communities. Our strategies aim to reflect, sustain, and build on the best aspects of a community by creating good jobs, providing strong wages, teaching resilient skills, and implementing workforce development opportunities. Philanthropy

We ~~encourage~~understand ~~active engagement in volunteerism and philanthropic opportunities, from serving local community needs to supporting global commitments. We instill philanthropic commitment and pride through~~ our ~~employee~~responsibility ~~foundation. The MGM Resorts Foundation was established in 2002~~ to ~~facilitate engagement opportunities that allow employees to~~ contribute to ~~charitable~~the ~~causes~~progress of ~~their choice by providing two types of grants: (1)~~ the ~~Employee~~communities ~~Emergency~~in ~~Grant,~~ which ~~benefits~~we ~~our~~operate ~~employees,~~ and ~~(2)~~are ~~the~~invested ~~Community~~in ~~Grant,~~growing ~~which~~and ~~benefits~~supporting ~~local~~such communities. InOur anstrategies ~~effort~~aim to ~~foster~~reflect, ~~employee~~sustain, ~~engagement~~and inbuild ~~our~~on ~~philanthropic~~the ~~efforts,~~best weaspects ~~established~~of a ~~Matching~~community ~~Gifts~~by ~~program~~creating ingood ~~2021~~jobs, ~~matching~~providing ~~employee~~strong ~~donations~~wages, toteaching ~~their~~critical ~~charities~~skills, ofand ~~choice~~implementing workforce development opportunities.

We encourage active engagement in volunteerism and philanthropic opportunities, from serving local community needs to supporting global commitments. We instill philanthropic commitment and pride through our employee foundation. The MGM Resorts Foundation was established in 2002 to facilitate engagement opportunities that allow employees to contribute to charitable causes of their choice by providing two types of grants: (1) the Employee Emergency Grant, which benefits our employees, and (2) the Community Grant, which benefits local communities. To foster employee engagement in our philanthropic efforts, we established a Matching Gifts program in 2021, matching employee donations to their charities of choice.

Employees and Labor Relations

As of December 31, ~~2024~~2025, we had approximately 4544,000 full-time and 18,000 part-time employees ~~domestically.~~in Inthe ~~addition,~~U.S. ~~we had approximately 13,000~~ and 216,000 employees ~~at MGM China and LeoVegas, respectively~~internationally. We had collective bargaining agreements with unions covering approximately 3837,000 of our U.S. employees as of December 31, ~~2024~~2025. ~~The~~Collective ~~collective~~ bargaining ~~agreement~~agreements ~~between~~covering ~~The~~small ~~Cosmopolitan~~groups of Las Vegas property and ~~the~~corporate ~~Local Joint Executive Board of Las Vegas covering approximately 3,000~~ employees isare scheduled to expire onthe ~~May~~first ~~31,~~half ~~2025.~~of ~~Additionally~~2026, weand ~~expect certain~~ collective bargaining agreements ~~to expire~~ in ~~2025,~~regional ~~including~~operations ~~our collective bargaining agreement with the International Brotherhood of Teamsters~~ covering ~~valet~~approximately ~~operations~~3,000 atemployees ~~nine~~are ofalso ~~our~~scheduled ~~Las~~to ~~Vegas~~expire ~~Strip~~in ~~Resorts~~2026. Negotiations for successor contracts will be scheduled with our employees’ collective bargaining representatives as contract expiration dates approach and will continue throughout ~~2025~~2026. AsCertain of ~~December 31,~~our ~~2024,~~non-U.S. ~~none of the~~ employees ~~of MGM China or LeoVegas~~ are ~~part~~also ofsubject ~~a labor union and MGM China and LeoVegas are not party~~ to ~~any~~ collective bargaining agreements.

Intellectual Property

We use a variety of trade names, service marks, trademarks, patents and copyrights in our operations and believe that we have the rights necessary to conduct our continuing operations. The development of intellectual property is part of our overall business strategy, and we regard our intellectual property as an important element of our success. While our business as a whole is not substantially dependent on any one patent, trademark, or copyright, we seek to establish and maintain our proprietary rights in our business operations and technology through the use of patents, trademarks, copyrights, and trade secret laws.

We believe that our principal intellectual property consists of trademarks for, among others, Aria, Vdara, Bellagio, The Cosmopolitan, Borgata, Mandalay Bay, MGM, MGM Grand, MGM Resorts International, Luxor, Excalibur, New York-New York, Park MGM, Beau Rivage, Empire City, LeoVegas, and BetMGM, all of which have been registered or allowed in various classes in the United States and foreign jurisdictions around the world, as applicable. In addition, we have also registered or applied to register numerous other trademarks, such as The Mirage, in connection with our properties, facilities and development projects in the United States and in various other foreign jurisdictions. These trademarks are brand names under which we market our properties and services. We consider these brand names to be important to our business since they have the effect of developing brand identification. We believe that the name recognition, reputation and image that we have developed for our brands attract customers to our facilities. Once granted, our trademark registrations are of perpetual duration so long as they are used and periodically renewed. It is our intent to pursue and maintain our trademark registrations consistent with our goals for brand development and identification, and enforcement of our trademark rights.

Government Regulation and Licensing

The gaming industry is highly regulated, and we must maintain our licenses and pay gaming taxes to continue our operations. Each of our casinos and our online operations are subject to extensive regulation under the laws, rules and regulations of the jurisdiction in which it is located or operates. These laws, rules and regulations generally concern the responsibility, financial stability and character of the owners, managers, and persons with financial interest in the gaming operations. Violations of laws in one jurisdiction could result in disciplinary action in other jurisdictions.

A more detailed description of the gaming regulations to which we are subject is contained in Exhibit 99.1 to this Annual Report on Form 10-K, which Exhibit is incorporated herein by reference.

Our businesses are subject to various federal, state, local and foreign laws and regulations affecting businesses in general. These laws and regulations include, but are not limited to, restrictions and conditions concerning alcoholic beverages, smoking, employees, currency transactions, taxation, zoning and building codes (including regulations under the Americans with Disabilities Act, which requires all public accommodations to meet certain federal requirements related to access and use by persons with disabilities), construction, land use and marketing and advertising. We also deal with significant amounts of cash in our operations and are subject to various reporting and anti-money laundering regulations. Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted. Material changes, new laws or regulations, or material differences in interpretations by courts or governmental authorities could adversely affect our operating results.

the Americans with Disabilities Act, which requires all public accommodations to meet certain federal requirements related to access and use by persons with disabilities), construction, land use and marketing and advertising. We also deal with significant amounts of cash in our operations and are subject to various reporting and anti-money laundering regulations. Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted. Material changes, new laws or regulations, or material differences in interpretations by courts or governmental authorities could adversely affect our operating results.

In addition, we are subject to certain federal, state and local environmental laws, regulations and ordinances, including the Clean Air Act, the Clean Water Act, the Resource Conservation Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act and the Oil Pollution Act of 1990. Under various federal, state and local laws and regulations, an owner or operator of real property may be held liable for the costs of removal or remediation of certain hazardous or toxic substances or wastes located on its property, regardless of whether or not the present owner or operator knows of, or is responsible for, the presence of such substances or wastes. We have not identified any issues associated with our properties that could reasonably be expected to have a material adverse effect on us or the results of our operations.

For a discussion of potential risks to our business relating to regulatory matters, including due to the potential impact of legislative and regulatory changes, please see “Item 1A. Risk Factors — Risks Related to Legal and Regulatory Matters and Changes in Public Policy.”

Cautionary Statement Concerning Forward-Looking Statements

This ~~Form 10-K and our 2024~~ Annual Report toon ~~Stockholders~~Form ~~contain~~10-K contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “will,” “may” and similar references to future periods. Examples of forward-looking statements include, but are not limited to: statements we make regarding expectations regarding the impact of macroeconomic trends on our business; our ability to execute on ongoing and future strategic initiatives, including the development of an integrated resort in Japan, ~~a commercial gaming facility in New York,~~ expectations regarding the potential opportunity for gaming expansion in Dubai, ~~and~~ investments we make in online sports betting and iGaming, the expansion of LeoVegas and the MGM digital brand, and the closing of the sale of the operations of MGM Northfield Park; positioning BetMGM North America Venture as a leader in sports betting and iGaming; amounts we will spend on capital expenditures and investments; our expectations with respect to future share repurchases and cash dividends on our common stock; dividends and distributions we will receive from MGM China and BetMGM North America Venture; amounts projected to be realized as deferred tax assets; ~~our~~expected ~~ability~~tax ~~to achieve our public social impact and sustainability goals~~refunds; the ~~impact to our business, operations and reputation from, and expenses and uncertainties associated with, the September 2023 cybersecurity issue; the~~ timing and outcome of ~~the claims and class actions against us and of the~~ investigations by state ~~and federal~~ regulators, related to the September 2023 cybersecurity issue, and the availability of cybersecurity insurance proceeds in connection with a cybersecurity incident and the nature and scope of any ~~claims, litigation or~~ regulatory proceedings that may be brought against us. The foregoing is not a complete list of all forward-looking statements we make.

Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Therefore, we caution you against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, regional, national or global political, economic, business, competitive, market, and regulatory conditions and the following:

•our substantial indebtedness and significant financial commitments, including our rent payments and guarantees we provide of the indebtedness of the landlords of Bellagio, Mandalay Bay, and MGM Grand Las Vegas could adversely affect our operations, development options, and financial results and impact our ability to satisfy our obligations;

•current and future economic, capital and credit market conditions could adversely affect our ability to service our substantial indebtedness and significant financial commitments, ~~including~~or ~~our rent payments, and to~~ make planned expenditures;

•~~restrictions and limitations in~~ the agreements governing our senior credit facility and other senior indebtedness contain restrictions and limitations that could significantly affect our ability to operate our business, as well as significantly affect our liquidity;

•the fact that we are required to pay a significant portion of our cash flows as rent, which could adversely affect our ability to fund our operations and growth initiatives, service our indebtedness and limit our ability to react to competitive and economic changes;

•significant competition we face with respect to destination travel locations generally and with respect to our peers in the industries in which we compete;

•the impact on our business of economic and market conditions in the jurisdictions in which we operate and in the locations in which our customers reside;

•the fact that we suspended our payment of ongoing regular dividends to our stockholders, and may not elect to resume paying dividends in the foreseeable future or at all;

•all of our domestic gaming facilities are leased and could experience risks associated with leased property, including risks relating to lease termination, lease extensions, charges and our relationship with the lessor, which could have a material adverse effect on our business, financial position or results of operations;

•financial, operational, regulatory or other potential challenges that may arise with respect to landlords under our master leases may adversely impair our operations;

•the concentration of a significant number of our major gaming resorts on the Las Vegas Strip;

•the fact that we extend credit to a large portion of our customers and we may not be able to collect such gaming receivables;

•the occurrence of impairments to goodwill, indefinite-lived intangible assets or long-lived assets which could negatively affect future profits;

•the susceptibility of leisure and business travel, especially travel by air, to global geopolitical events, such as terrorist attacks, other acts of violence, or acts of war or hostility or outbreaks of infectious ~~disease~~diseases;

•the fact that co-investing in properties or businesses, including our ~~investment~~investments in BetMGM North America Venture and MGM Osaka, decreases our ability to manage risk;

•the fact that future construction, development, or expansion projects will be subject to significant development and construction risks, which could have a material adverse impact on related project timetables, costs, and our ability to complete the projects;

•the fact that our insurance coverage may not be adequate to cover all possible losses that our properties could suffer, our insurance costs may increase and we may not be able to obtain similar insurance coverage in the future;

•the fact that a failure to protect our intellectual property could have a negative impact on the value of our brand names and adversely affect our business;

•the fact that a significant portion of our labor force is covered by collective bargaining agreements;

•the sensitivity of our business to energy prices and a rise in energy prices could harm our operating results;

•the failure of future efforts to expand through investments in other businesses and properties or through alliances or acquisitions, or to divest some of our properties and other assets;

•the fact that our operational efforts to expand our digital business in new geographic markets may not be successful;

•the failure to maintain the integrity of our information and other systems ~~and~~or ~~internal~~ customer information could result in damage to our reputation and/or subject us to fines, payment of damages, lawsuits orand ~~other~~ restrictions on our use ~~or transfer~~ of data;

•reputational harm as a result of increased scrutiny related to our corporate social responsibility efforts;

•we may not achieve our social impact and sustainability related goals or that our social impact and sustainability initiatives may not result in their intended or anticipated benefits;

•extreme weather conditions or climate change may cause property damage or interrupt business;

•water scarcity could negatively impact our operations;

•the fact that our businesses are subject to extensive regulation and the cost of compliance or failure to comply with such regulations ~~could~~may adversely affect our business;

•the risks associated with doing business outside of the United States and the impact of any potential violations of the Foreign Corrupt Practices Act or other similar anti-corruption laws;

•increases in taxes and fees, including gaming taxes, in the jurisdictions in which we operate;

•our ability to recognize our foreign tax credit deferred tax asset and the variability of the valuation allowance we may apply against such deferred tax asset;

•changes to fiscal and tax policies;

•risks related to pending claims that have been, or future claims that may be brought against us;

•disruptions in the availability of our information and other systems (including our website and digital platform) or those of third parties on which we rely, through cyber-attacks or otherwise, which could adversely impact our ability to service our customers and affect our sales and the results of operations;

•impact to our business, operations, and reputation from, and expenses and uncertainties associated with, a cybersecurity incident, including the September 2023 cybersecurity issue, the availability of cybersecurity insurance proceeds in connection with a cybersecurity incident, and any related legal proceedings, other claims or investigations, and costs of remediation, restoration, or enhancement of information technology systems;

•the availability of cybersecurity insurance proceeds;

•restrictions on our ability to have any interest or involvement in gaming businesses in mainland China, Macau, Hong Kong and Taiwan, other than through MGM China;

•the ability of the Macau government to (i) terminate MGM Grand Paradise’s concession under certain circumstances without compensating MGM Grand Paradise, (ii) from the eighth year of MGM Grand Paradise’s concession, redeem the concession by providing MGM Grand Paradise at least one year’s prior notice and subject to the payment of reasonable and fair damages or indemnity to MGM Grand Paradise, or (iii) refuse to grant MGM Grand Paradise an extension of the concession prior to its expiry; and

•the potential for conflicts of interest to arise because certain of our directors and officers are also directors of MGM China.

Any forward-looking statement made by us in this ~~Form 10-K or our 2024~~ Annual Report toon ~~Stockholders~~Form 10-K speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. If we update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements.

You should also be aware that while we from time to time communicate with securities analysts, we do not disclose to them any material non-public information, internal forecasts or other confidential business information. Therefore, you should not assume that we agree with any statement or report issued by any analyst, irrespective of the content of the statement or report. To the extent that reports issued by securities analysts contain projections, forecasts or opinions, those reports are not our responsibility and are not endorsed by us.

Information about our Executive Officers

The following table sets forth, as of February 1811, ~~2025~~2026, the name, age and position of each of our executive officers. Executive officers are elected by and serve at the pleasure of the Board of Directors.

Name

Age

Position

William J. Hornbuckle

6768

Chief Executive Officer and President

Corey I. Sanders

Chief Operating Officer

Ayesha Molino

Chief Operating Officer

Jonathan S. Halkyard

6061

Chief Financial Officer ~~and Treasurer~~

John M. McManus

5758

Chief Legal and Administrative Officer and Secretary

Gary M. Fritz

5152

~~President,~~Chief ~~MGM~~Commercial ~~Resorts~~Officer ~~International~~and ~~Interactive~~President of MGM Digital

Mr. Hornbuckle has served as Chief Executive Officer since July 2020 and as President since December 2012. He served as Acting Chief Executive Officer from March 2020 to July 2020, as Chief Operating Officer from March 2019 to March 2020, as President and Chief Customer Development Officer from December 2018 to February 2019, as Chief Marketing Officer from August 2009 to August 2014 and President and Chief Operating Officer of Mandalay Bay Resort & Casino from April 2005 to August 2009.

MrMs. ~~Sanders~~Molino ~~has~~was ~~served~~appointed as Chief Operating Officer ~~since~~in ~~December~~January ~~2020~~2026. Previously, heshe served as Chief ~~Financial~~Public Affairs Officer and ~~Treasurer~~President ~~from~~and ~~March~~Chief ~~2019~~Operating toOfficer ~~January~~of ~~2021,~~Aria asand ~~Chief~~Vdara. ~~Operating~~Before ~~Officer~~moving ~~from~~into ~~September~~operations, ~~2010~~she ~~through~~served ~~February~~as ~~2019,~~our asSenior ~~Chief~~Vice ~~Operating~~President ~~Officer~~of ~~for~~Public Affairs. Ms. Molino joined the Company’s ~~Core~~in ~~Brand~~January ~~and~~2017 ~~Regional~~from ~~Properties~~the U.S. Senate, where from ~~August~~2011 ~~2009~~– to2016 ~~September~~she ~~2010,~~served as ~~Executive~~first ~~Vice~~Counsel ~~President—Operations~~and ~~from~~later ~~August~~Chief ~~2007~~Counsel to ~~August~~former ~~2009,~~Senate Majority and Democratic Leader Harry Reid (D-NV). From 2007 – 2011 she served as ~~Executive~~International ~~Vice~~Trade ~~President~~Counsel ~~and~~to ~~Chief~~the ~~Financial~~U.S. ~~Officer~~Senate ~~for~~Finance ~~MGM~~Committee ~~Grand~~under ~~Resorts~~then-Chairman ~~from~~Max ~~April~~Baucus ~~2005~~(D-MT). Prior to ~~August~~her ~~2007~~time in the Senate, Ms. Molino served as an Attorney-Advisor in the Office of General Counsel at the U.S. Department of Commerce.

Mr. Halkyard has served as Chief Financial Officer ~~and~~since ~~Treasurer~~January ~~since~~2021. From January 2021 to November 2025, he served as Chief Financial Offer and Treasurer. Prior to joining the Company, Mr. Halkyard served as President and Chief Executive Officer of Extended Stay America, Inc. (“Extended Stay”) and its paired-share REIT, ESH Hospitality, Inc., from January 2018 through November 2019, as Chief Financial Officer of Extended Stay from January 2015 through December 2017, and as Chief Operating Officer of Extended Stay from September 2013 through January 2015. Prior to joining Extended Stay, Mr. Halkyard served as Chief Financial Officer of NV Energy, Inc. from July 2012 through September 2013 and, prior to that, he served in various executive, finance and managerial roles at Caesars Entertainment, Inc. since 1999, including as Chief Financial Officer from 2006 through 2012.

Mr. McManus has served as Chief Legal and Administrative Officer and Secretary since September 2022. He served as Executive Vice President, General Counsel and Secretary from July 2010 to August 2022, as Acting General Counsel from December 2009 to July 2010, as a senior member of the Company’s Corporate Legal Department from July 2008 to December 2009, and he served as counsel to various MGM operating subsidiaries from May 2001 to July 2008.

Mr. Fritz has served as Chief Commercial Officer and President, of MGM ~~Resorts~~Digital ~~International~~since ~~Interactive~~September ~~since~~2025. From October 2022 to September 2025, he served as President, MGM Resorts International Interactive. From November 2021 until October 2022, he served as Managing Director, Digital Mergers & Acquisitions. Prior to joining the Company, Mr. Fritz served as the sole member of Amanogawa, LLC, a consulting services company he owned. From 2020 until 2022, Amanogawa, LLC was retained by IAC to help lead and manage its interests in the gaming sector. He served as the President and Chief Growth Officer for TripAdvisor, Inc. from 2016 to 2020.

Fritz served as the sole member of Amanogawa, LLC, a consulting services company he owned. From 2020 until 2022, Amanogawa, LLC was retained by IAC to help lead and manage its interests in the gaming sector. He served as the President and Chief Growth Officer for TripAdvisor, Inc. from 2016 to 2020.

Available Information

We maintain a website at www.mgmresorts.com that includes financial and other information for investors. We provide access to our SEC filings, including our annual report on Form 10-K and quarterly reports on Form 10-Q ~~(including related filings in XBRL format)~~, filed and furnished current reports on Form 8-K, and amendments to those reports on our website, free of charge, through a link to the SEC’s EDGAR database. Through that link, our filings are available as soon as reasonably practicable after we file or furnish the documents with the SEC. These filings are also available on the SEC’s website at www.sec.gov.

Because of the time differences between Macau and the United States, we also use our corporate website as a means of posting important information about MGM China.

References in this document to our website address do not incorporate by reference the information contained on the websites into this Annual Report on Form 10-K.

ITEM 1A. RISK FACTORS

You should be aware that the occurrence of any of the events described in this section and elsewhere in this report or in any other of our filings with the SEC could have a material adverse effect on our business, financial position, results of operations and cash flows. In evaluating us, you should consider carefully, among other things, the risks described below.

Summary of Risk Factors

The following is a summary of the principal risks that could adversely affect our business, operations and financial results.

Risks Related to Our Substantial Financial Commitments

•Our substantial indebtedness and significant financial commitments, including our rent payments and guarantees we provide onof the indebtedness of the landlords of Bellagio, Mandalay Bay, and MGM Grand Las Vegas could adversely affect our operations, development options, and financial results and impact our ability to satisfy our obligations.

•Current and future economic, capital and credit market conditions could adversely affect our ability to service our substantial indebtedness and significant financial commitments or make planned expenditures.

•The agreements governing our senior credit facility and other senior indebtedness contain restrictions and limitations that could significantly affect our ability to operate our business, as well as significantly affect our liquidity, and therefore could adversely affect our results of operations.

•We are required to pay a significant portion of our cash flows as rent, which could adversely affect our ability to fund our operations and growth initiatives, service our indebtedness and limit our ability to react to competitive and economic changes.

Risks Related to Our Business, Industry, and Market Conditions

•We face significant competition with respect to destination travel locations generally and with respect to our peers in the industries in which we compete, including increased competition through online sports betting and iGaming, and failure to compete effectively could materially adversely affect our business, financial condition, results of operations and cash flows.

•Our business is affected by economic and market conditions in the jurisdictions in which we operate and in the locations in which our customers reside.

•We have suspended our payment of ongoing regular dividends to our stockholders, and may not elect to resume paying dividends in the foreseeable future or at all.

•All of our domestic gaming facilities are leased and could experience risks associated with leased property, including risks relating to lease termination, lease extensions, charges and our relationship with the lessor, which could have a material adverse effect on our business, financial position or results of operations.

•Because a significant number of our major gaming resorts are concentrated on the Las Vegas Strip, we are subject to greater risks than a gaming company that is more geographically diversified.

•We extend credit to a large portion of our customers and we may not be able to collect gaming receivables.

•We may incur impairments to goodwill, indefinite-lived intangible assets, or long-lived assets which could negatively affect our future profits.

•Leisure and business travel, especially travel by air, are particularly susceptible to global geopolitical events, such as terrorist attacks, other acts of violence or acts of war or hostility or the outbreak of infectious diseases.

•Co-investing in properties or businesses, including our ~~investment~~investments in BetMGM North America Venture and MGM Osaka, decreases our ability to manage risk.

•Any of our future construction, development or expansion projects will be subject to significant development and construction risks, which could have a material adverse impact on related project timetables, costs and our ability to complete the projects.

•Our insurance coverage may not be adequate to cover all possible losses that our properties could suffer. In addition, our insurance costs may increase and we may not be able to obtain similar insurance coverage in the future.

•Any failure to protect our intellectual property could have a negative impact on the value of our brand names and adversely affect our business.

•A significant portion of our labor force is covered by collective bargaining agreements.

•Our business is particularly sensitive to energy prices and a rise in energy prices could harm our operating results.

•We may seek to expand through investments in other businesses and properties or through alliances or acquisitions, and we may also seek to divest some of our properties and other assets, any of which may be unsuccessful.

•Our operational efforts to expand our digital business in new geographic markets may not be successful.

•The failure to maintain the integrity of our information and other systems or customer information can result in damage to our reputation, subject us to fines, payment of damages, lawsuits and restrictions on our use of data, and have a material adverse effect on our business, financial condition, and results of operations.

•We are subject to risks related to corporate social responsibility and reputation.

•We are subject to risks and costs related to climate change.

•Water scarcity could negatively impact our operations.

Risks Related to Legal and Regulatory Matters and Changes in Public Policy

•Our businesses are subject to extensive regulation and the cost of compliance or failure to comply with such regulations may adversely affect our business and results of operations.

•Any violation of the Foreign Corrupt Practices Act or any other similar anti-corruption laws could have a negative impact on us.

•If the jurisdictions in which we operate increase taxes and fees, including gaming taxes, our results could be adversely affected.

•The future recognition of our foreign tax credit deferred tax asset is uncertain, and the amount of valuation allowance we may apply against such deferred tax asset may change materially in future periods.

•We face risks related to pending claims that have been, or future claims that may be, brought against us.

Risks Related to Our Macau Operations

•We have agreed not to have any interest or involvement in gaming businesses in China, Macau, Hong Kong and Taiwan, other than through MGM China.

•The Macau government can (i) terminate MGM Grand Paradise’s concession under certain circumstances without compensating MGM Grand Paradise, (ii) from the eighth year of MGM Grand Paradise’s concession, redeem the concession by providing MGM Grand Paradise at least one year’s prior notice and subject to the payment of reasonable and fair damages or indemnity to MGM Grand Paradise, or (iii) refuse to grant MGM Grand Paradise an extension of the concession prior to its expiry.

•We are subject to risks associated with doing business outside of the United States.

•Conflicts of interest may arise because certain of our directors and officers are also directors of MGM China, the holding company for MGM Grand Paradise which owns and operates MGM Macau and MGM Cotai.

For a more complete discussion of the material risks facing our business, please see below.

Risks Related to Our Substantial Financial Commitments

Our substantial indebtedness and significant financial commitments, including our rent payments and guarantees we provide of the indebtedness of the landlords of Bellagio, Mandalay Bay, and MGM Grand Las Vegas could adversely affect our operations, development options, and financial results and impact our ability to satisfy our obligations. As of December 31, ~~2024~~2025, we had approximately $6.43 billion of principal amount of indebtedness outstanding on a consolidated basis, including $32.05 billion of outstanding indebtedness of MGM China. Any increase in the interest rates applicable to our existing or future borrowings would increase the cost of our indebtedness and reduce the cash flow available to fund our other liquidity needs. We do not guarantee MGM China’s obligations under its debt agreements and, to the extent MGM China was to cease to produce cash flow sufficient to service its indebtedness, our ability to make additional investments into MGM China is limited by the covenants in our existing senior credit facility.

rates applicable to our existing or future borrowings would increase the cost of our indebtedness and reduce the cash flow available to fund our other liquidity needs. We do not guarantee MGM China’s obligations under its debt agreements and, to the extent MGM China was to cease to produce cash flow sufficient to service its indebtedness, our ability to make additional investments into MGM China is limited by the covenants in our existing senior credit facility.

In addition, our substantial indebtedness and significant financial commitments could have important negative consequences on us, including:

•increasing our exposure to general adverse economic and industry conditions;

•limiting our flexibility to plan for, or react to, changes in our business and industry;

•limiting our ability to borrow additional funds for working capital requirements, capital expenditures, debt service requirements, execution of our business strategy (including returning value to our shareholders) or other general operating requirements;

•making it more difficult for us to make payments on our indebtedness; or

•placing us at a competitive disadvantage compared to less-leveraged competitors.

We currently also provide shortfall guarantees of the $3.01 billion and $3.0 billion principal amount of indebtedness (and any interest accrued and unpaid thereon) of the landlords of Bellagio and Mandalay Bay and MGM Grand Las Vegas, respectively. The terms of each guarantee provide that, after the lenders have exhausted certain remedies to collect on the obligations under the underlying indebtedness, we would then be responsible for any shortfall between the value of the collateral and the debt obligation, which amount may be material, and we may not have sufficient cash on hand to fund any such obligation to the extent it is triggered in the future. In addition, to the extent we no longer provide the shortfall guarantees, we would recognize certain tax gains related to our investments in Bellagio REIT Venture, the landlord of Bellagio, and VICI Properties OP LLC (“VICI OP”), the owner of the landlords of certain of our domestic properties, which may be significant. Further, we entered into certain tax protection agreements related to these investments that will expire in 2029 and 2037. Following the expiration of the agreements, to the extent Bellagio REIT Venture and VICI OP engage in certain transactions, we may realize taxable gains and such gains may be significant. Changes in tax laws or regulations may also materially affect the amount and timing of recognizing taxable gains on these investments. We also provide for guarantees (i) in the amount of 12.65 billion yen (approximately $81 million as of December 31, 2025) for 50% of MGM Osaka’s obligations to Osaka under various agreements related to the venture’s development of an integrated resort in Osaka, Japan and (ii) of an uncapped amount to provide funding to MGM Osaka, if necessary, for the completion of the construction and full opening of the integrated resort. The guarantees expire when the obligations relating to the full opening of the integrated resort are fulfilled. If we do not have sufficient cash on hand to satisfy any obligations with respect to any of these guarantees or our other financial commitments, we may need to raise capital, including incurring additional indebtedness, in order to satisfy our obligation. There can be no assurance that any financing will be available to us, or, if available, will be on terms that are satisfactory to us.

obligations under the underlying indebtedness, we would then be responsible for any shortfall between the value of the collateral and the debt obligation, which amount may be material, and we may not have sufficient cash on hand to fund any such obligation to the extent it is triggered in the future. We also provide for guarantees (i) in the amount of 12.65 billion yen (approximately $80 million as of December 31, 2024) for 50% of Osaka IR KK’s obligations to Osaka under various agreements related to the venture’s development of an integrated resort in Osaka, Japan and (ii) of an uncapped amount to provide funding to Osaka IR KK, if necessary, for the completion of the construction and full opening of the integrated resort. The guarantees expire when the obligations relating to the full opening of the integrated resort are fulfilled. If we do not have sufficient cash on hand to satisfy any obligations with respect to any of these guarantees or our other financial commitments, we may need to raise capital, including incurring additional indebtedness, in order to satisfy our obligation. There can be no assurance that any financing will be available to us, or, if available, will be on terms that are satisfactory to us.

Under the terms of MGM Grand Paradise’s concession, MGM Grand Paradise is required to implement certain investments in gaming and non-gaming projects, for which the non-gaming commitment is subject to increase if market-wide Macau annual gross gaming revenue reaches a specified level, as further discussed in Note 12. There can be no assurance, however, that MGM Grand Paradise will have sufficient cash on hand to fund these obligations, including the increased investment amounts, or that it would be able to obtain financing to fund these obligations on satisfactory terms or at all. If MGM Grand Paradise is unable to satisfy its investment commitments, its concession contract may be subject to termination by the Macau government. See “—Risks Related to Our Macau Operations—The Macau government can (i) terminate MGM Grand Paradise’s concession under certain circumstances without compensating MGM Grand Paradise, (ii) from the eighth year of MGM Grand Paradise’s concession, redeem the concession by providing MGM Grand Paradise at least one year’s prior notice and subject to the payment of reasonable and fair damages or indemnity to MGM Grand Paradise, or (iii) refuse to grant MGM Grand Paradise an extension of the concession prior to its expiry.”

Moreover, our businesses are capital intensive. For our owned, leased and managed properties to remain attractive and competitive, we must periodically invest significant capital to keep the properties well-maintained, modernized and refurbished. The leases for our operating properties have fixed rental payments (with annual escalators) and also require us to apply a percentage of net revenues generated at the leased properties to capital expenditures at those properties. Such investments require an ongoing supply of cash and, to the extent that we cannot fund expenditures from cash generated by operations, funds must be borrowed or otherwise obtained. Similarly, development projects, including the development of an integrated resort in Japan, ~~the redevelopment of Empire City,~~ strategic initiatives, including positioning BetMGM North America Venture as a leader in online sports betting and iGaming, investments in the growth of our international digital gaming business, and acquisitions could require significant capital commitments, the incurrence of additional debt, guarantees of third-party debt or the incurrence of contingent liabilities, any or all of which could have an adverse effect on our business, financial condition, results of operations and cash flows.

Current and future economic, capital and credit market conditions could adversely affect our ability to service our substantial indebtedness and significant financial commitments or make planned expenditures. Our ability to make payments on our substantial indebtedness and other significant financial commitments, including the rent payments under our leases, and to fund planned or committed capital expenditures and other investments depends on our ability to generate cash flow, receive distributions from our unconsolidated affiliates and subsidiaries (including MGM China), and borrow under our senior credit facility or incur new indebtedness. If regional and national economic conditions deteriorate, including in connection with a recession, revenues from our operations could decline as consumer spending levels decrease and we could fail to generate cash sufficient to fund our liquidity needs or satisfy the financial and other restrictive covenants in our debt and lease instruments. If we fail to generate cash sufficient to fund our liquidity needs or satisfy the financial and other covenants in our debt and lease instruments, we cannot assure you that future borrowings will be available to us under our senior secured credit facility in an amount sufficient to enable us to pay our indebtedness or fund our other liquidity needs or that we will be able to access the capital markets in the future to borrow additional debt on terms favorable to us, or at all.13

InCurrent ~~addition~~and future economic, wecapital ~~have~~and acredit ~~significant~~market ~~amount~~conditions ofcould ~~indebtedness~~adversely ~~maturing~~affect inour ~~2026,~~ability to service our substantial indebtedness and ~~thereafter~~significant financial commitments or make planned expenditures. Our ability to make payments on our substantial indebtedness and other significant financial commitments, including the rent payments under our leases, and to fund planned or ~~timely~~committed ~~refinance~~capital expenditures and ~~replace~~other investments depends on our ~~indebtedness~~ability ~~will~~to ~~depend~~generate ~~upon~~cash ~~the~~flow, ~~economic~~receive distributions from our unconsolidated affiliates and subsidiaries (including BetMGM North America Venture and MGM China), and borrow under our senior credit ~~market~~facility ~~conditions~~or ~~discussed~~incur ~~above~~new indebtedness. If regional and national economic conditions deteriorate, including in connection with a recession, revenues from our operations could decline as consumer spending levels decrease and we ~~are~~could ~~unable~~fail to generate cash sufficient to fund our liquidity needs or ~~refinance~~satisfy ~~our~~the ~~indebtedness~~financial onand aother ~~timely~~restrictive ~~basis,~~covenants wein ~~might~~our bedebt ~~forced~~and lease instruments. If we fail to ~~seek~~generate ~~alternate~~cash ~~forms~~sufficient ofto ~~financing,~~fund ~~dispose~~our ofliquidity ~~assets~~needs or ~~minimize~~satisfy ~~capital~~the ~~expenditures~~financial and other ~~investments.~~covenants ~~There~~in isour nodebt ~~assurance~~and ~~that~~lease ~~any~~instruments, ofwe ~~these~~cannot ~~alternatives~~assure ~~would~~you that future borrowings will be available to us, ifunder atour ~~all,~~senior onsecured ~~satisfactory~~credit ~~terms,~~facility onin ~~terms~~an ~~that~~amount ~~would~~sufficient ~~not~~to beenable ~~disadvantageous~~us to ~~us,~~pay our indebtedness or onfund ~~terms~~our other liquidity needs or that ~~would~~we ~~not~~will ~~require~~be usable to ~~breach~~access the ~~terms~~capital ~~and~~markets ~~conditions~~in ofthe ~~our~~future ~~existing~~to orborrow ~~future~~additional debt ~~agreements~~on terms favorable to us, or ~~leases.~~at all.

~~The~~In ~~agreements~~addition, ~~governing~~we ~~our~~have ~~senior~~a ~~credit~~significant ~~facility~~amount of indebtedness maturing in 2027, and ~~other~~thereafter. ~~senior~~Our ability to fund or timely refinance and replace our indebtedness ~~contain~~will ~~restrictions~~depend upon the economic and ~~limitations~~credit ~~that~~market ~~could~~conditions ~~significantly~~discussed ~~affect~~above. ~~our~~If ~~ability~~we are unable to ~~operate~~fund or refinance our ~~business~~indebtedness on a timely basis, aswe ~~well~~might asbe ~~significantly~~forced ~~affect~~to ~~our~~seek ~~liquidity~~alternate forms of financing, ~~and~~dispose ~~therefore~~of ~~could~~assets ~~adversely~~or ~~affect~~minimize ~~our~~capital ~~results~~expenditures ofand ~~operations~~other investments. ~~Covenants~~There ~~governing~~is ~~our~~no ~~senior~~assurance ~~secured~~that ~~credit~~any ~~facility~~of ~~and~~these ~~certain~~alternatives ofwould ~~our~~be ~~debt~~available ~~securities~~to ~~restrict~~us, ~~among~~if ~~other~~at ~~things~~all, ~~our~~on ~~ability~~satisfactory terms, on terms that would not be disadvantageous to: us, or on terms that would not require us to breach the terms and conditions of our existing or future debt agreements or leases.

15The agreements governing our senior secured credit facilities and other senior indebtedness contain restrictions and limitations that could significantly affect our ability to operate our business, as well as significantly affect our liquidity, and therefore could adversely affect our results of operations. Covenants governing our senior secured credit facilities and certain of our debt securities restrict, among other things, our ability to:

•pay dividends or distributions, repurchase equity, prepay certain debt or make certain investments;

•incur additional debt;

•incur liens on assets;

•sell assets or consolidate with another company or sell all or substantially all of our assets;

•enter into transactions with affiliates;

•allow certain subsidiaries to transfer assets or enter into certain agreements; and

•enter into sale and lease-back transactions.

Our ability to comply with these provisions may be affected by events beyond our control. The breach of any such covenants or obligations not otherwise waived or cured could result in a default under the applicable debt obligations and could trigger acceleration of those obligations, which in turn could trigger cross-defaults under other agreements governing our long-term indebtedness. Any default under our senior credit facility or the indentures could adversely affect our growth, our financial condition, our results of operations and our ability to make payments on our debt and other financial commitments.

In addition, MGM China has issued debt securities and is a borrower under credit facilities, all of which contain covenants that restrict the borrower’s ability to engage in certain transactions, require MGM China to satisfy certain financial covenants and impose certain operating and financial restrictions on MGM China and its subsidiaries. These restrictions include, among other things, limitations on MGM China’s ability to incur liens, merge or consolidate with other companies, or transfer, sell or dispose of all or substantially all of its assets.

We are required to pay a significant portion of our cash flows as rent, which could adversely affect our ability to fund our operations and growth initiatives, service our indebtedness and limit our ability to react to competitive and economic changes. We are required to make annual rent payments of $1.8 billion, in the aggregate, under our triple net lease agreements, which leases are also subject to annual escalators as described elsewhere in this Annual Report on Form 10-K. The leases also require us to spend a certain amount on capital expenditures at the leased properties. In addition, each of the leases obligates us to comply with certain financial covenants which, if not met, will require us to deposit cash collateral or issue letters of credit for the benefit of the applicable landlord equal to 6 months or 1 year of rent, as applicable to the circumstances, under the VICI Properties, Inc. (“VICI”) lease, 1 year of rent under the Mandalay Bay and MGM Grand Las Vegas lease, the Aria and Vdara lease, and The Cosmopolitan lease, and 2 years of rent under the Bellagio lease. As a result of the foregoing rent and capital expenditure obligations, our ability to fund our operations, raise capital, make acquisitions, make investments, service our debt and otherwise respond to competitive and economic changes may be adversely affected. For example, our obligations under the leases may:

•make it more difficult for us to satisfy our obligations with respect to our indebtedness and to obtain additional indebtedness;

•increase our vulnerability to general adverse economic and industry conditions or a downturn in our business;

•require us to dedicate a substantial portion of our cash flow from operations to making rent payments, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, development projects, pay dividends, repurchase shares and other general corporate purposes;

•limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

•restrict our ability to make acquisitions, divestitures and engage in other significant transactions; and

•cause us to lose our rights with respect to the applicable leased properties if we fail to pay rent or other amounts or otherwise default on the leases.

Any of the above factors could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Risks Related to Our Business, Industry, and Market Conditions

We face significant competition with respect to destination travel locations generally and with respect to our peers in the industries in which we compete, including increased competition through online sports betting and iGaming, and failure to compete effectively could materially adversely affect our business, financial condition, results of operations and cash flows. The hotel, resort, entertainment, and gaming industries are highly competitive. We do not believe that our competition is limited to a particular geographic area, and hotel, resort, entertainment, and gaming operations in other states or countries, as well as the increased availability of online sports betting and iGaming, could attract our customers. To the extent that new casinos enter our markets or hotel room capacity is expanded by others in major destination locations, competition will increase. Major competitors, including potential new entrants, may also expand their hotel room capacity, expand their range of amenities, improve their level of service, or construct new resorts in Las Vegas, Macau or in the domestic regional markets in which we operate, all of which could attract our customers. Also, the growth of retail gaming in areas outside Las Vegas has increased the competition faced by our operations in Las Vegas and elsewhere, including growth in tribal gaming in states such as Florida. In addition, in the last several years local referendums to allow retail gaming have passed in Virginia and Nebraska, with active lobbying occurring in states like Texas, ~~and~~ North Carolina and Georgia, among others. Finally, in 2025, the New York Gaming Commission issued licenses for three integrated resorts projects that will include live-dealer table games, which we expect will increase competition in the Northeast corridor and may have a negative impact on our New York and New Jersey operations. While we believe our principal competitors are major gaming and hospitality resorts with well-established and recognized brands, we also compete against smaller hotel offerings and peer-to-peer inventory sources, which allow travelers to book short-term rentals of homes and apartments from owners. We expect that we will continue to face increased competition from new channels of distribution, innovations in consumer-facing technology platforms and other transformations in the travel industry that could impact our ability to attract and retain customers and related business.

We have also seen significant expansion across the United States and internationally in legalized forms of iGaming and online sports betting and expect additional jurisdictions will likely legalize iGaming and online sports betting in the future as well as a rise in illegal forms of iGaming and online sports betting, such as sweepstakes, offshore operators and gray market operators. We participate in the iGaming and online sports betting market through our MGM Digital segment and through our ~~venture,~~ BetMGM North America Venture, both of which face significant competition from other industry participants as well as the broader gaming and entertainment industries. If our digital businesses are unable to sustain or grow interest in their offerings they may not be able to gain the scale necessary to successfully compete in the growing market and, as a result, we may not receive the anticipated benefits from our investments. Further, our digital businesses may be unable to respond quickly or adequately to changes in the industry brought on by new regulations, products or technologies, the availability of other technology platforms, such as prediction markets, and marketing channels, or the introduction of new features and functionality or new marketing or promotional efforts by competitors. Such competitors may also spend more money and time on developing and testing products and services, undertake more extensive marketing campaigns, adopt more aggressive pricing or promotional policies or otherwise develop more commercially successful products or services than ours. In addition, the expansion of iGaming, online sports betting, and other types of gaming may further compete with our land-based operations by reducing customer visitation and spend at our properties.

In addition, competition could increase if changes in gaming restrictions in the United States and elsewhere are enacted, including the addition of new gaming establishments located closer to our customers than our casinos. For example, while our Macau operations compete to some extent with casinos located elsewhere in or near Asia, certain areas in the region have legalized casino gaming (including Japan) and others (such as Taiwan and Thailand) may legalize casino gaming (or iGaming) in the future. Furthermore, currently MGM Grand Paradise holds one of only six gaming concessions authorized by the Macau government to operate casinos in Macau. If the Macau government were to allow additional competitors to operate in Macau through the grant of additional concessions or if current concessionaires open additional facilities, we would face increased competition. Similarly, as a result of Macau’s Gaming Inspection and Co-ordination Bureau increased scrutiny and restrictions imposed on gaming promoters, we along with certain other casino operators in Macau, suspended our primary gaming promoters in late 2021 and subsequently terminated our contractual arrangements with such promoters, which has led to substantial declines in revenues from gaming promoters. As a result, competition for the mass market segment amongst Macau operators has substantially increased and we expect it to continue to grow and if we are unable to maintain and further develop our mass market business, our business, financial condition, results of operations and cash flows could be adversely affected.

Bureau increased scrutiny and restrictions imposed on gaming promoters, we along with certain other casino operators in Macau, suspended our primary gaming promoters in late 2021 and subsequently terminated our contractual arrangements with such promoters, which has led to substantial declines in revenues from gaming promoters. As a result, competition for the mass market segment amongst Macau operators has substantially increased and we expect it to continue to grow and if we are unable to maintain and further develop our mass market business, our business, financial condition, results of operations and cash flows could be adversely affected.

Most jurisdictions where casino gaming is currently permitted place numerical and/or geographical limitations on the issuance of new gaming licenses. Although a number of jurisdictions in the United States and foreign countries are considering legalizing or expanding casino gaming, in some cases new gaming operations may be restricted to specific locations and we expect that there will be intense competition for any attractive new opportunities (which may include acquisitions of existing properties) that do arise.

In addition to competition with other hotels, resorts and casinos, we compete with destination travel locations outside of the markets in which we operate. Our failure to compete successfully in our various markets and to continue to attract customers could adversely affect our business, financial condition, results of operations and cash flows.

17Our business is affected by economic and market conditions in the jurisdictions in which we operate and in the locations in which our customers reside. Our business is particularly sensitive to reductions in discretionary consumer spending and corporate spending on conventions, trade shows and business development. Adverse macroeconomic conditions, including inflation, economic contraction, economic uncertainty, geopolitical uncertainty, or the perception by our customers of weak or weakening economic conditions may cause a decline in demand for hotels, casino resorts, trade shows and conventions, and for the type of luxury amenities we offer. In addition, changes in discretionary consumer spending or consumer preferences could be driven by factors such as the increased cost of travel, an unstable job market, perceived or actual disposable consumer income and wealth, outbreaks of contagious diseases or fears of war and acts of terrorism or other acts of violence. Consumer preferences also evolve over time due to a variety of factors, including demographic changes, which, for instance, have resulted in the growth in consumer demand for non-gaming offerings. Our success depends in part on our ability to anticipate the preferences of consumers and timely react to these trends, and any failure to do so may negatively impact our results of operations. In particular, Aria, Bellagio, MGM Grand Las Vegas, and The Cosmopolitan may be affected by economic conditions in the Far East, and all of our Nevada resorts are affected by economic conditions in the United States, and California in particular. A recession, economic slowdown or any other significant economic condition, including increased inflationary pressures, affecting consumers, corporations, or the supply chain, generally is likely to cause a reduction in visitation to our properties, which would adversely affect our operating results. Likewise, increased trade tension between the United States and other countries, including as a result of the imposition of tariffs, could lead to a decrease in cross border-travel, result in us paying higher prices for imported goods at our properties and result in countries adopting protectionist legislation that could impair our international operations. In addition, adverse market conditions may impact the labor market and cause disruptions to the global supply chain. If we are unable to hire and retain sufficient employees to operate our properties or procure necessary supplies, our business, results of operations and reputation could be negatively impacted.

Our business is affected by economic and market conditions in the jurisdictions in which we operate and in the locations in which our customers reside. Our business is particularly sensitive to reductions in discretionary consumer spending and corporate spending on conventions, trade shows and business development. Adverse macroeconomic conditions, including inflation, economic contraction, economic uncertainty, geopolitical uncertainty, or the perception by our customers of weak or weakening economic conditions may cause a decline in demand for hotels, casino resorts, trade shows and conventions, and for the type of luxury amenities we offer. In addition, changes in discretionary consumer spending or consumer preferences could be driven by factors such as the increased cost of travel, an unstable job market, perceived or actual disposable consumer income and wealth, outbreaks of contagious diseases or fears of war and acts of terrorism or other acts of violence. Consumer preferences also evolve over time due to a variety of factors, including demographic changes, which, for instance, have resulted in recent growth in consumer demand for non-gaming offerings. Our success depends in part on our ability to anticipate the preferences of consumers and timely react to these trends, and any failure to do so may negatively impact our results of operations. In particular, Aria, Bellagio, MGM Grand Las Vegas, and The Cosmopolitan may be affected by economic conditions in the Far East, and all of our Nevada resorts are affected by economic conditions in the United States, and California in particular. A recession, economic slowdown or any other significant economic condition, including continued or increased inflationary pressures, affecting consumers, corporations, or the supply chain, generally is likely to cause a reduction in visitation to our properties, which would adversely affect our operating results. Likewise, increased trade tension between the United States and other countries, including as a result of the imposition of tariffs, could lead to a decrease in cross border-travel, result in us paying higher prices for imported goods at our properties and result in countries adopting protectionist legislation that could impair our international operations. In addition, adverse market conditions may impact the labor market and cause disruptions to the global supply chain. If we are unable to hire and retain sufficient employees to operate our properties or procure necessary supplies, our business, results of operations and reputation could be negatively impacted.

Finally, we are a parent company with limited business operations of our own. We conduct most of our business operations through our direct and indirect subsidiaries. Accordingly, we receive cash from royalties, dividends and distributions that are derived from the earnings and cash flow generated by our subsidiaries. Our subsidiaries’ payments to us will be contingent upon their earnings and upon other business considerations, which may be impacted by various factors, including compliance with certain local statutes, the laws and regulations currently and in the future applicable to our subsidiaries and restrictions in connection with their contractual arrangements. For instance, while currently there are no foreign exchange or capital control restrictions applicable to intercompany transactions between us and MGM China, we cannot assure you that this will continue to be the case in the future and that our ability to convert large amounts of Hong Kong dollars into U.S. dollars over a relatively short period will not be limited. If, in the future, foreign exchange or capital control restrictions or other restrictions on MGM China’s ability to pay dividends were to be imposed and become applicable to us, such restrictions could potentially reduce or eliminate the amounts that we would be able to receive from MGM China, which may adversely affect our business, financial condition, results of operations, and cash flows.

In addition, since we expect a significant number of customers to come to MGM Macau and MGM Cotai (and, to a lesser extent, our domestic properties) from mainland China, general economic, regulatory, geopolitical and market conditions in China could impact our financial prospects. Any slowdown in economic growth or changes to China’s current restrictions on currency conversion or movements, including market impacts resulting from China’s anti-corruption campaign and related tightening of liquidity provided by non-bank lending entities and cross-border currency monitoring (including increased restrictions on Union Pay withdrawals and other ATM limits on the withdrawal of cash and facial recognition technology on ATM machines in Macau to strictly enforce the “know your customer” regulations for mainland Chinese bank cardholders), could disrupt the number of visitors from mainland China and/or the amounts they are willing to spend at our properties. In addition, any potential policy changes which may affect cross-border travel, similar to the previous travel restrictions during the COVID-19 pandemic, could have an adverse impact on visitation from mainland China. Furthermore, the enactment of new laws in Macau, including the new illegal gaming law, which criminalizes activities such as unlicensed currency exchange for gaming purposes and unauthorized grant of credit for gaming purpose, may also adversely impact the amounts visitors are willing to spend at our properties. It is unclear whether these and other measures will continue to be in effect, become more restrictive, or be readopted in the future. These developments have had, and any future policy developments that may be implemented may have, the effect of reducing the number of visitors to Macau from mainland China, which could adversely impact tourism and the gaming industry in Macau.

Furthermore, our operations in Macau may be impacted by competition for limited labor resources and our ability to retain and hire employees. We compete with a large number of casino properties for a limited number of employees and we anticipate that such competition, which significantly increased following the easing of COVID-19 restrictions in early 2023, will continue in Macau. While we seek employees from outside of Macau to adequately staff our properties, certain Macau government policies limit our ability to import labor in certain job classifications (for instance, the Macau government requires that we only hire Macau residents as dealers in our casinos) and any future government policies that freeze or cancel our ability to import labor could cause labor costs to increase. Finally, because additional gaming or non-gaming projects have commenced operations and other projects are under construction, the existing transportation infrastructure may need to be expanded to accommodate increased visitation to Macau. If transportation facilities to and 16

18to spend at our properties. In addition, any potential policy changes which may affect cross-border travel, similar to the previous travel restrictions during the COVID-19 pandemic, could have an adverse impact on visitation from mainland China. Furthermore, the enactment of new laws in Macau, including the new illegal gaming law, which criminalizes activities such as unlicensed currency exchange for gaming purposes and unauthorized grant of credit for gaming purpose, may also adversely impact the amounts visitors are willing to spend at our properties. It is unclear whether these and other measures will continue to be in effect, become more restrictive, or be readopted in the future. These developments have had, and any future policy developments that may be implemented may have, the effect of reducing the number of visitors to Macau from mainland China, which could adversely impact tourism and the gaming industry in Macau.

We have suspended our payment of ongoing regular dividends to our stockholders, and may not elect to resume paying dividends in the foreseeable future or at all. On February 8, 2023, we announced that our Board of Directors had determined to suspend our ongoing regular dividends in order to focus on our preferred method of returning value to shareholders through our share repurchase plan. Our future resumption of dividend payments, if any, would be subject to the sole discretion of our Board of Directors, and our ability to pay any dividends in the future could be limited by a variety of factors, including our holding company structure, existing and future debt agreements entered into by us or our subsidiaries, state law requirements, our future liquidity position, potential alternative uses of cash, general economic conditions and expected future financial results, in addition to other factors, some of which may be beyond our control. Accordingly, there can be no assurance that we will resume paying dividends in the foreseeable future or at all, which could adversely affect the market price of our common stock.

All of our domestic gaming facilities are leased and could experience risks associated with leased property, including risks relating to lease termination, lease extensions, charges and our relationship with the lessor, which could have a material adverse effect on our business, financial position or results of operations. All of our domestic properties are subject to triple net leases that, in addition to rent, require us to pay: (1) all facility maintenance, (2) all insurance required in connection with the leased properties and the business conducted on the leased properties, (3) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor), (4) all capital expenditures, and (5) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties. We are responsible for paying these expenses notwithstanding the fact that many of the benefits received in exchange for such costs shall accrue in part to the landlords as the owners of the associated facilities. Furthermore, our obligation to pay rent as well as the other costs described above is absolute in virtually all circumstances, regardless of the performance of the properties and other circumstances that might abate rent in leases that now place these risks on the tenant, such as certain events of casualty and condemnation. Finally, our leases limit our ability to cease operations at our properties, subject to certain limited exceptions.

Because a significant number of our major gaming resorts are concentrated on the Las Vegas Strip, we are subject to greater risks than a gaming company that is more geographically diversified. Given that a significant number of our major resorts are concentrated on the Las Vegas Strip, our business may be significantly affected by risks common to the Las Vegas tourism industry. For example, the cost and availability of air services and the impact of any events that disrupt air travel to and from Las Vegas can adversely affect our business. We cannot control the number or frequency of flights to or from Las Vegas, but we rely on air traffic for a significant portion of our visitors. Reductions in flights by major airlines as a result of higher fuel prices, lower demand, or otherwise, can impact the number of visitors to our properties. Additionally, there is one principal interstate highway between Las Vegas and Southern California, where a large number of our customers reside. Capacity constraints of that highway or any other traffic disruptions may also affect the number of customers who visit our facilities.

We extend credit to a large portion of our customers and we may not be able to collect gaming receivables. We conduct a portion of our gaming activities on a credit basis through the issuance of markers which are unsecured instruments. Table games players typically are issued more markers than slot players, and high-end players typically are issued more markers than patrons who tend to wager lower amounts. High-end gaming is more volatile than other forms of gaming, and variances in win-loss results attributable to high-end gaming may have a significant positive or negative impact on cash flow and earnings in a particular quarter. Furthermore, the loss or a reduction in the play of the most significant of these high-end customers could have an adverse effect on our business, financial condition, results of operations and cash flows. We issue markers to those customers whose level of play and financial resources warrant, in the opinion of management, an extension of credit. Uncollectible receivables from high-end customers could have a significant impact on our results of operations.

gaming, and variances in win-loss results attributable to high-end gaming may have a significant positive or negative impact on cash flow and earnings in a particular quarter. Furthermore, the loss or a reduction in the play of the most significant of these high-end customers could have an adverse effect on our business, financial condition, results of operations and cash flows. We issue markers to those customers whose level of play and financial resources warrant, in the opinion of management, an extension of credit. Uncollectible receivables from high-end customers could have a significant impact on our results of operations.

While gaming debts evidenced by markers and judgments on gaming debts are enforceable under the current laws of Nevada, and Nevada judgments on gaming debts are enforceable in all states under the Full Faith and Credit Clause of the U.S. Constitution, other jurisdictions may determine that enforcement of gaming debts is against public policy. Although courts of some foreign nations will enforce gaming debts directly and the assets in the U.S. of foreign debtors may be reached to satisfy a judgment, judgments on gaming debts from United States courts are not binding on the courts of many foreign nations.

Furthermore, we expect that MGM Grand Paradise will be able to enforce its gaming debts only in a limited number of jurisdictions, including Macau. To the extent MGM Grand Paradise gaming customers are from other jurisdictions, MGM Grand Paradise may not have access to a forum in which it will be able to collect all of its gaming receivables because, among other reasons, courts of many jurisdictions do not enforce gaming debts and MGM Grand Paradise may encounter forums that will refuse to enforce such debts. Moreover, under applicable law, MGM Grand Paradise remains obligated to pay taxes on uncollectible winnings from customers.

because, among other reasons, courts of many jurisdictions do not enforce gaming debts and MGM Grand Paradise may encounter forums that will refuse to enforce such debts. Moreover, under applicable law, MGM Grand Paradise remains obligated to pay taxes on uncollectible winnings from customers.

Even where gaming debts are enforceable, they may not be collectible. Our inability to collect gaming debts could have a significant negative impact on our operating results.

We may incur impairments to goodwill, indefinite-lived intangible assets, or long-lived assets which could negatively affect our future profits. We review our goodwill, intangible assets and long-lived assets on an annual basis and during interim reporting periods in accordance with the authoritative guidance. Significant negative trends, reduced estimates of future cash flows, changes in our business strategy, disruptions to our business, slower growth rates or lack of growth have resulted in write-downs and impairment charges in the past and, if one or more of such events occurs in the future, additional impairment charges or write-downs may be required in future periods. For instance, in 2025, we recorded a non-cash impairment charge of the full amount of the Empire City reporting unit’s goodwill of $256 million. If we are required to record additional impairment charges or write-downs, this could have a material adverse impact on our consolidated results of operations.

Leisure and business travel, especially travel by air, are particularly susceptible to global geopolitical events, such as terrorist attacks, other acts of violence or acts of war or hostility or the outbreak of infectious diseases. We are dependent on the willingness of our customers to travel by air. Since most of our customers travel by air to our Las Vegas and Macau properties, any terrorist act or other acts of violence, outbreak of hostilities, escalation of war, or any actual or perceived threat to the security of travel by air, could adversely affect our financial condition, results of operations and cash flows. In addition, the outbreak of infectious diseases, such as COVID-19, may severely disrupt domestic and international travel.

Furthermore, although we have been able to purchase some insurance coverage for certain types of terrorist acts, insurance coverage against physical loss or business interruption resulting from war and some forms of terrorism continues to be unavailable.

Co-investing in properties or businesses, including our ~~investment~~investments in BetMGM North America Venture and MGM Osaka, decreases our ability to manage risk. In addition to acquiring or developing hotels and resorts or acquiring companies that complement our business directly, we have from time to time invested, and expect to continue to invest, in properties or businesses as a co-investor. Co-investors often have shared control over the operation of the property or business. Therefore, the operation of such properties or businesses is subject to inherent risk due to the shared nature of the enterprise and the need to reach agreements on material matters. Furthermore, the occurrence of risks that adversely affect the businesses of our joint ventures or other unconsolidated affiliates could reduce the value of our investments in such entities, impair their ability to make any potential future distributions to us or require that we make additional capital contributions to them. The shared nature of control over such ventures may limit our ability to directly manage these risks.

In addition, investments with other investors may involve risks such as the possibility that the co-investor might become bankrupt or not have the financial resources to meet its obligations, or have economic or business interests or goals that are inconsistent with our business interests or goals, or be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives. Consequently, actions by a co-investor might subject the properties or businesses owned by such entities to additional risk. Further, we may be unable to take action without the approval of our co-investors, or our co-investors could take actions binding on the property without our consent. Additionally, should a co-investor become bankrupt, we could become liable for its share of liabilities.

For example, we share control of BetMGM North America Venture with our venture partner, Entain plc (“Entain”), with all major operating, investing and financial activities requiring the consent of both members. Disagreements between us and Entain could arise in the future, including with respect to the amount and timing of capital contributions. If we and Entain are unable to support the future funding of BetMGM North America Venture, then BetMGM North America Venture may not have the resources to execute on the development or implementation of its strategies, including funding efforts to increase its market share, which could result in us not receiving the anticipated benefits from our investment. Finally, we were awarded a concession to develop an integrated casino resort in Japan in a consortium with ORIX and other local investors, subject to our receipt of a casino license to operate the same. As a result, we could be subject to additional risks related to being unable to directly control development activities or the timing of development completion, which may impact our ability to complete the project on our anticipated timeline, or at all, or within the agreed upon specifications. 18

~~Any of our future construction~~co-investors, ~~development~~ or ~~expansion~~our ~~projects~~co-investors ~~will be subject to significant development and construction risks, which~~ could ~~have~~take aactions ~~material~~binding ~~adverse impact~~ on ~~related~~the ~~project~~property ~~timetables,~~without ~~costs and~~ our ~~ability to complete the projects~~consent. ~~Although~~Additionally, ~~our~~should ~~business~~a ~~model~~co-investor isbecome ~~primarily asset-light~~bankrupt, we ~~intend~~could tobecome ~~continue~~liable ~~to evaluate opportunities~~ for ~~future~~its ~~construction,~~share ~~development or expansion projects. Any~~ of ~~our future construction, development or expansion~~ liabilities.

20For example, we share control of BetMGM North America Venture with our venture partner, Entain plc (“Entain”), with all major operating, investing and financial activities requiring the consent of both members. Disagreements between us and Entain could arise in the future, which could disrupt the venture’s operations. Finally, we were awarded a concession to develop an integrated casino resort in Japan in a consortium with ORIX and other local investors, subject to our receipt of a casino license to operate the same. As a result, we could be subject to additional risks related to being unable to directly control development activities or the timing of development completion, which may impact our ability to complete the project on our anticipated timeline, or at all, or within the agreed upon specifications.

Any of our future construction, development or expansion projects will be subject to significant development and construction risks, ~~such~~which ascould ~~our~~have ~~proposed~~a ~~integrated~~material ~~resort~~adverse inimpact ~~Japan~~on related project timetables, costs and our ability to complete the ~~potential~~projects. ~~for~~Although ~~full~~our business model is primarily asset-~~scale~~light, ~~commercial~~we ~~gaming~~intend atto ~~Empire~~continue ~~City~~to evaluate opportunities for future construction, development or expansion projects. Any of our future construction, development or expansion projects, such as our integrated resort under construction in Japan, will be subject to a number of risks, including:

•lack of sufficient, or delays in the availability of, financing;

•changes to plans and specifications;

•engineering problems, including defective plans and specifications;

•shortages of, and price increases in, energy, materials and skilled and unskilled labor;

•pricing inflation, including wage inflation;

•delays in obtaining or inability to obtain necessary permits, licenses and approvals;

•changes in laws and regulations, or in the interpretation and enforcement of laws and regulations, applicable to gaming, leisure, residential, real estate development or construction projects;

•labor disputes or work stoppages;

•availability of qualified contractors and subcontractors;

•disputes with and defaults by contractors and subcontractors;

•personal injuries to workers and other persons;

•environmental, health and safety issues, including site accidents and the spread of viruses;

•weather interferences or delays;

•fires, typhoons and other natural disasters;

•geological, construction, excavation, regulatory and equipment problems; and

•other unanticipated circumstances or cost increases.

The occurrence of any of these development and construction risks could increase the total costs, delay or prevent the construction, development, expansion or opening or otherwise affect the design and features of any future projects which we might undertake. In addition, the regulatory approvals, debt agreements or other contractual arrangements associated with our development projects may require us to open future casino properties by a certain specified time and to the extent we are unable to meet those deadlines, and any such deadlines are not extended, we may lose our regulatory approval to open a casino resort in a proposed jurisdiction, or incur payment penalties, fines or other expenses, in connection with any delays which could have an adverse effect on our business, financial condition, results of operations and cash flows.

We also make significant capital expenditures to maintain and upgrade our properties, which may disrupt operations and displace revenue at the properties, including revenue lost while rooms, restaurants and meeting spaces are under renovation and out of service.

Our insurance coverage may not be adequate to cover all possible losses that our properties could suffer. In addition, our insurance costs may increase and we may not be able to obtain similar insurance coverage in the future. Although we have “all risk” property insurance coverage for our operating properties, which covers damage caused by a casualty loss (such as fire, natural disasters, or terrorism or other acts of violence), each policy has certain exclusions. In addition, our property insurance coverage is in an amount that may be significantly less than the expected replacement cost of rebuilding the facilities if there was a total loss. Our level of insurance coverage also may not be adequate to cover all losses in the event of a major casualty. In addition, certain casualty events, such as labor strikes, nuclear events, acts of war, loss of income due to cancellation of room reservations or conventions due to fear of terrorism or other acts of violence, loss of electrical power due to catastrophic or other events, rolling blackouts or otherwise, deterioration or corrosion, insect or animal damage, and pollution, may not be covered at all under our policies. Therefore, certain acts could expose us to substantial uninsured losses.

In addition to the damage caused to our properties by a casualty loss, we may suffer business disruption as a result of these events or be subject to claims by third parties that may be injured or harmed. While we carry business interruption insurance and general liability insurance, this insurance may not be adequate to cover all losses in any such event. Furthermore, our triple net leases require us to maintain specified insurance coverage. We cannot assure you that we will continue to be able to obtain the types and limits of insurance coverage required by these leases and, to the extent such required insurance coverage cannot be obtained at commercially reasonable cost or at all, then we would need to obtain amendments to the leases or face a default by the applicable tenant under the lease, which could have material adverse effect on our business.

We renew our insurance policies on an annual basis. The cost of coverage may become so high that we may need to further reduce our policy limits, further increase our deductibles or self-insured retentions, or agree to certain exclusions from our coverage.

Any failure to protect our intellectual property could have a negative impact on the value of our brand names and adversely affect our business. The development of intellectual property is part of our overall business strategy, and we regard our intellectual property to be an important element of our success. While our business as a whole is not substantially dependent on any one trademark or combination of several of our trademarks or other intellectual property, we seek to establish and maintain our proprietary rights in our business operations through the use of trade secrets, trademarks, domain names, copyright, and by seeking and enforcing legal protections under contract law and other laws and regulations related to the foregoing. We file applications for, and obtain trademarks in, the United States and in foreign countries where we believe filing for such protection is appropriate. Despite our efforts to protect our proprietary rights, parties may infringe our trademarks and other intellectual property and our rights may be invalidated or unenforceable. For example, while we have a policy of entering into agreements with (or imposing other restrictions on) our employees, independent contractors, and business partners addressing confidentiality, intellectual property assignment, and non-competition and non-solicitation issues, such agreements may not provide adequate protection or may be breached, or our proprietary information may otherwise become available to or be independently developed by our competitors. The laws of some foreign countries also may not protect proprietary rights to as great an extent as the laws of the United States. Monitoring the unauthorized use of our intellectual property is difficult.

substantially dependent on any one trademark or combination of several of our trademarks or other intellectual property, we seek to establish and maintain our proprietary rights in our business operations through the use of trade secrets, trademarks, domain names, copyright, and by seeking and enforcing legal protections under contract law and other laws and regulations related to the foregoing. We file applications for, and obtain trademarks in, the United States and in foreign countries where we believe filing for such protection is appropriate. Despite our efforts to protect our proprietary rights, parties may infringe our trademarks and other intellectual property and our rights may be invalidated or unenforceable. For example, while we have a policy of entering into agreements with (or imposing other restrictions on) our employees, independent contractors, and business partners addressing confidentiality, intellectual property assignment, and non-competition and non-solicitation issues, such agreements may not provide adequate protection or may be breached, or our proprietary information may otherwise become available to or be independently developed by our competitors. The laws of some foreign countries also may not protect proprietary rights to as great an extent as the laws of the United States. Monitoring the unauthorized use of our intellectual property is difficult.

Certain of our technology also contains software modules licensed to us by third-party authors under “open-source” licenses. Use and distribution of open-source software may entail greater risks than use of third-party commercial software, as open-source licensors generally do not provide support, warranties, indemnification or other contractual protections regarding infringement claims or the quality of the code. In addition, the public availability of such software may make it easier for others to compromise our technology and, under certain open-source licenses, we could be required to release the source code of our proprietary software to the public. This would allow our competitors to create similar offerings with lower development effort and time and ultimately could result in a loss of our competitive advantages.

Third parties have alleged and may in the future allege that we are infringing, misappropriating, or otherwise violating their intellectual property rights. Third parties may initiate litigation against us without warning or may send us letters or other communications that make allegations without initiating litigation. We may elect not to respond to these letters or other communications if we believe they are without merit, or we may attempt to resolve these disputes out of court by negotiating a license, but in either case it is possible that such disputes will ultimately result in litigation. Any such claims could interfere with our ability to use technology or intellectual property that is material to the operation of our business. Such claims may be made by competitors seeking to obtain a competitive advantage or by other parties, such as entities that purchase intellectual property assets for the purpose of bringing infringement claims. We also periodically employ individuals who were previously employed by our competitors or potential competitors, and we may therefore be subject to claims that such employees have used or disclosed the alleged trade secrets or other proprietary information of their former employers.

We may have to rely on litigation to enforce our intellectual property rights, protect our trade secrets, determine the validity and scope of the proprietary rights of others, or defend against claims of infringement or invalidity, including with respect to technology that we believe to be “open-source”. Any such litigation could result in substantial costs and the diversion of resources and the attention of management. If unsuccessful, such litigation could result in the loss of important intellectual property rights, require us to pay substantial damages, subject us to injunctions that prevent us from using certain intellectual property, require us to make admissions that affect our reputation in the marketplace, or require us to enter into license agreements that may not be available on favorable terms, re-engineer our technology or discontinue or delay the provision of our offerings. Finally, even if we prevail in any litigation, the remedy may not be commercially meaningful or fully compensate us for the harm we suffer or the costs we incur. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

A significant portion of our labor force is covered by collective bargaining agreements. Work stoppages and other labor problems could negatively affect our business and results of operations. As of December 31, 2024, approximately 38,000 of our employees are covered by collective bargaining agreements, some of which will expire in 2025. A prolonged dispute with the covered employees or any labor unrest, strikes or other business interruptions in connection with labor negotiations or otherwise could have an adverse impact on our operations, and adverse publicity in the marketplace related to union messaging could further harm our reputation and reduce customer demand for our services. Also, wage and/or benefit increases resulting from new labor agreements may be significant and could also have an adverse impact on our results of operations. To the extent that our non-union employees seek union representation or elect union representation, we would have exposure to risks associated with representation proceedings, labor negotiations and/or economic impacts of newly negotiated labor agreements. Furthermore, we may have, or acquire in the future, multi-employer plans that are classified as “endangered,” “seriously endangered,” or “critical” status. For instance, Borgata’s most significant plan is the Legacy Plan of the UNITE HERE Retirement Fund, which has been listed in “critical status” and is subject to a rehabilitation plan. Plans in these classifications must adopt measures to improve their funded status through a funding improvement or rehabilitation plan, which may require additional contributions from employers (which may take the form of a surcharge on benefit contributions) and/or modifications to retiree benefits. In addition, while Borgata has no current intention to withdraw from these plans, a withdrawal in the future could result in the incurrence of a contingent liability 20

22A significant portion of our labor force is covered by collective bargaining agreements. Work stoppages and other labor problems could negatively affect our business and results of operations. As of December 31, 2025, approximately 37,000 of our U.S. employees are covered by collective bargaining agreements, some of which will expire in 2026. A prolonged dispute with the covered employees or any labor unrest, strikes or other business interruptions in connection with labor negotiations or otherwise could have an adverse impact on our operations, and adverse publicity in the marketplace related to union messaging could further harm our reputation and reduce customer demand for our services. Also, wage and/or benefit increases or other contractual obligations resulting from new labor agreements may be significant and could also have an adverse impact on our results of operations. To the extent that our non-union employees seek union representation or elect union representation, we would have exposure to risks associated with representation proceedings, labor negotiations and/or economic impacts of newly negotiated labor agreements. Furthermore, we may have, or acquire in the future, multi-employer plans that are classified as “endangered,” “seriously endangered,” or “critical” status. For instance, Borgata’s most significant plan is the Legacy Plan of the UNITE HERE Retirement Fund, which has been listed in “critical status” and is subject to a rehabilitation plan. Plans in these classifications must adopt measures to improve their funded status through a funding improvement or rehabilitation plan, which may require additional contributions from employers (which may take the form of a surcharge on benefit contributions) and/or modifications to retiree benefits. In addition, while Borgata has no current intention to withdraw from these plans, a withdrawal in the future could result in the incurrence of a contingent liability that would be payable in an amount and at such time (or over a period of time) that would vary based on a number of factors at the time of (and after) withdrawal. Any such additional costs may be significant.

that would be payable in an amount and at such time (or over a period of time) that would vary based on a number of factors at the time of (and after) withdrawal. Any such additional costs may be significant.

Our business is particularly sensitive to energy prices and a rise in energy prices could harm our operating results. We are a large consumer of electricity and other energy and, therefore, higher energy prices may have an adverse effect on our results of operations. Accordingly, increases in energy costs may have a negative impact on our operating results. Additionally, higher electricity and gasoline prices that affect our customers may result in reduced visitation to our properties and a reduction in our revenues.

We may seek to expand through investments in other businesses and properties or through alliances or acquisitions, and we may also seek to divest some of our properties and other assets, any of which may be unsuccessful. We intend to consider strategic and complementary acquisitions and investments in other businesses, properties or other assets. Furthermore, we may pursue any of these opportunities with third parties. Acquisitions and investments in businesses, properties or assets, by us or together with third parties, are subject to risks that could affect our business, including risks related to:

•spending cash and incurring debt;

•assumption of the liabilities and exposure to unforeseen or undisclosed liabilities of acquired businesses and exposure to litigation or regulatory, tax or other sanctions, civil or criminal penalties or other negative consequences such as license revocation or reputational damage;

•unanticipated issues in integrating information, communications and other systems;

•conforming standards, controls, procedures, and accounting and other policies, business cultures and compensation structures;

•inheriting internal control deficiencies;

•challenges in keeping existing customers and obtaining new customers;

•exposure to new or unfamiliar geographies and/or regulatory regimes;

•challenges in managing the increased scope, geographic diversity and complexity of our operations;

•unanticipated incompatibility of purchasing, logistics, marketing and administration methods;

•retaining key employees; and

•consolidating corporate and administrative infrastructures.

We cannot assure you that we will be able to identify opportunities or complete transactions on commercially reasonable terms or at all. In addition, even if we are able to identify any such opportunities and complete transactions, we cannot assure you that we will realize the anticipated synergies and benefits of our acquisitions or that they will be accretive to our results of operations. Our estimates and assumptions regarding expected synergies and benefits of our acquisitions could materially change, including as a result of factors beyond our control, and could delay, decrease or eliminate the expected accretive effect of the acquisitions. In addition, even if we are able to successfully integrate new assets and businesses, the integration of such assets and businesses may result in unanticipated costs, competitive responses, loss of customer or other business relationships and the diversion of management attention, and the expansion of our operations in general, whether through acquisition, development or internal growth, could also cause us to incur substantial costs, including legal, professional and consulting fees.

In addition, we periodically review our business to identify properties or other assets that we believe either are non-core, no longer complement our business, are in markets which may not benefit us as much as other markets or could be sold at significant premiums. From time to time, we may attempt to sell these identified properties and assets. There can be no assurance, however, that we will be able to complete dispositions on commercially reasonable terms or at all.

Our operational efforts to expand our digital business in new geographic markets may not be successful. As a result of social, political and legal differences between jurisdictions, successfully launching our digital business in new jurisdictions will often involve local adaptations to our overall product and marketing strategy. In particular, our marketing strategy in new geographic markets may not be well received by target customers or our product offerings may not enable us to successfully attract or retain customers in a particular jurisdiction. We may also be unable to deal successfully with a new and different local operating environment. Further, the entry into new jurisdictions may subject us to onerous licensing requirements, together with sanctions for breach thereof and/or taxation liabilities that may make the market unattractive to us or impose restrictions that limit our ability to offer certain of our key products or services or to market our products in the way we want to. In addition, a license may require us to offer our products in partnership or cooperation with a local market participant, thereby exposing us to the risk of poor or non-performance by such market participant of its applicable obligations, which could in turn disrupt or restrict our ability to effectively compete and offer one or more of our products in the relevant market. Finally, efforts to access a new jurisdiction or market may require us to incur significant costs, such as capital, marketing, legal and other costs, as well as the commitment of significant senior management time and resources. Furthermore, notwithstanding our efforts to access a new jurisdiction or market, our ability to successfully enter 21

23sold at significant premiums. From time to time, we may attempt to sell these identified properties and assets. There can be no assurance, however, that we will be able to complete dispositions on commercially reasonable terms or at all.

The failure to maintain the integrity of our information and other systems or customer information ~~can~~could result in damage to our reputation, subject us to fines, payment of damages, lawsuits and restrictions on our use of data, and have a material adverse effect on our business, financial condition, and results of operations. We collect and process information relating to our employees, guests, and others for various business purposes, including marketing and promotional purposes. The collection and use of personal data are governed by privacy laws and regulations enacted by the various states, the United States and other jurisdictions around the world. Privacy laws and regulations continue to evolve and on occasion may be inconsistent (or conflict) between jurisdictions. Various federal, state and foreign legislative or regulatory bodies may enact or adopt new or additional laws and regulations concerning privacy, data retention, data transfer, and data protection. For example, California has a comprehensive privacy law, known as the California Consumer Privacy Act of 2018 (“CCPA”), which provides some of the strongest privacy requirements in the United States. The CCPA was amended by the California Privacy Rights Act that went into effect in 2023. In addition to the numerous other states with privacy laws, new privacy requirements gowent into effect in 2025 in Delaware, Iowa, Maryland, Minnesota, Nebraska, New Hampshire, New Jersey, and Tennessee. In January 2026, additional privacy requirements ~~will~~went go into effect in ~~states including,~~ Indiana, Kentucky, and Rhode Island. Outside the United States, the European Union has adopted a data protection regulation known as the General Data Protection Regulation that provides data subjects with significant privacy-related rights and imposes operational and compliance requirements on organizations with significant penalties for non-compliance. Other jurisdictions including Canada, Brazil, and China have also amended or adopted new privacy laws and/or requirements which often include similar requirements and obligations. There may be risks and uncertainties associated with these and other privacy laws and regulations including their interpretation and implementation, as well as the potential extraterritorial effect of certain privacy laws and regulations.

Compliance with applicable privacy laws and regulations increases our operating costs and could adversely impact our ability to market our products, properties and services to our guests. In addition, non-compliance with applicable privacy laws and regulations by us (or in some circumstances non-compliance by third parties engaged by us), including accidental loss, inadvertent disclosure, unapproved dissemination or a breach of security on systems storing our customer data can result in damage to our reputation, subject us to investigations, fines, payment of damages, lawsuits or restrictions on our use or transfer of data, and have a material adverse effect on our business, financial condition, results of operations, and cash flows. We rely on proprietary and commercially available systems, software, and tools to provide security for processing of customer and employee information, such as payment card and other confidential or proprietary information. Our data security measures are reviewed and evaluated regularly; however, they might not protect us against increasingly sophisticated and aggressive threats, like the cybersecurity issue that affected us in September 2023, as further described below.

We also rely extensively on our information and other systems and those of third parties to process transactions, maintain and communicate information, and manage our businesses, including at our properties and on our website and digital platforms. Disruptions in these systems, through cyber-attacks or otherwise, have in the past and can in the future be expected to impact our ability to service our customers and adversely affect our business, financial condition, and results of operations. This can occur notwithstanding the data security measures and disaster recovery plans that we have in place. ~~Further, our systems are not fully redundant and our disaster recovery planning cannot account for all possible scenarios that we may encounter.~~

Further, our systems are not fully redundant and our disaster recovery planning cannot account for all possible scenarios that we may encounter.

There has been an increase in criminal cybersecurity attacks against companies (and third-party service providers) where systems have been breached, businesses disrupted, and customer, employee, and other company information has been compromised or destroyed. The rapid evolution and increased adoption of artificial intelligence technologies amplifies these concerns. Our systems and data, including those we maintain with our third-party service providers, have been subject to cybersecurity breaches of varying degrees of severity in the past and are expected to be subject to cybersecurity breaches in the future.

Our third-party information system and other service providers face risks relating to cybersecurity similar to ours, and we do not directly control any of such parties’ information security or other operations. A significant theft, loss or fraudulent use of customer or company data maintained by us or by a third-party service provider could have an adverse effect on our reputation, cause a material disruption to our operations, and result in remediation expenses, regulatory penalties and litigation by customers and other parties whose information was subject to such attacks, all of which could have a material adverse effect on our business, results of operations and cash flows.

While we maintain cybersecurity insurance to assist in the cost of recovery from a significant cyber event, such coverage may not be sufficient to cover any losses resulting from such incidents. A cybersecurity incident also could require that we expend significant additional resources on remediation, restoration, and enhancement of our information technology and other systems.

24By way of example, in September 2023, we experienced a cybersecurity issue affecting certain of our systems, in which criminal actors may have accessed certain personal information of some of our customers (the “Cybersecurity Issue”). Among other things, this issue resulted in system shutdowns that created operational disruptions at our domestic properties, adversely affected revenues, and subjected us to litigation, investigations, and potential regulatory penalties or other remedies. For more information, see “Cybersecurity Issue” in Part II, Item 7 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as “Cybersecurity litigation, claims, and investigations” in Part II, Item 8, Note 12 to the accompanying consolidated financial statements.

require that we expend significant additional resources on remediation, restoration, and enhancement of our information technology and other systems.

By way of example, in September 2023, we experienced a cybersecurity issue affecting certain of our systems, in which criminal actors may have accessed certain personal information of some of our customers (the “Cybersecurity Issue”). Among other things, this issue resulted in system shutdowns that created operational disruptions at our domestic properties, adversely affected revenues, and is subjecting us to litigation, investigations, and potential regulatory penalties or other remedies. For more information, see “Cybersecurity Issue” in Part II, Item 7 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as “Cybersecurity litigation, claims, and investigations” in Part II, Item 8, Note 12 to the accompanying consolidated financial statements.

We are subject to risks related to corporate social responsibility and reputation. Many factors influence our reputation and the value of our brands including the perception held by our customers, business partners, other key stakeholders and the communities in which we do business. Our business faces increasing scrutiny related to environmental, social and governance factors and risk of damage to our reputation and the value of our brands because of sentiment regarding issues including diversity and inclusion, community engagement and philanthropy, environmental sustainability, plastic pollution, climate change, responsible gaming, supply chain management, workplace conduct, human rights, and many others, some of which may be unforeseen. Any harm to our reputation, or negative incidents involving us, our workforce, and others with whom we do business, could further impact employee engagement and retention, the willingness of customers and our partners to do business with us, or result in government investigations or litigation, any of which could have a material adverse effect on our business, results of operations and cash flows.

We are subject to risks and costs related to climate change. Extreme weather conditions, potentially exacerbated by climate change, may cause property damage or interrupt business, which could harm our business and results of operations. Certain of our properties are located in areas that may be subject to extreme weather conditions, including, but not limited to, hurricanes, floods, tornados, wildfires, and winter storms in the United States and severe typhoons in Macau. Such extreme weather conditions may interrupt our operations or the operations of critical suppliers, damage our properties, and reduce the number of customers who visit our facilities in such areas. In addition, our operations or the operations of critical suppliers could be adversely impacted by a drought or other cause of water stress or shortage. A severe drought of extensive duration experienced in Las Vegas or in the other regions in which we operate or source critical supplies could adversely affect our business. Although we maintain both property and business interruption insurance coverage for certain extreme weather conditions, such coverage is subject to deductibles and limits on maximum benefits, including limitation on the coverage period for business interruption, and we cannot assure you that we will be able to fully insure such losses or fully collect, if at all, on claims resulting from such extreme weather conditions.

Furthermore, such extreme weather conditions may result in reduced availability or increased price volatility of certain critical supplies, may interrupt or impede access to our affected properties, and may cause visits to our affected properties to decrease for an indefinite period. Additionally, many states and municipalities have begun to adopt laws and policies on climate change and emission reduction targets. For example, in 2024, the SEC adopted expansive new reporting requirements, requiring registrants to detail the impact of their operations on the environment. While ~~this~~the ~~regulation~~SEC ~~has~~ended ~~been~~its ~~voluntarily~~defense ~~stayed~~of by the ~~SEC~~reporting ~~pending judicial review~~requirements, there can be no assurance that we will not be subject to this regulation, or other climate regulation promulgated by another federal agency, in the future. Similar federal, state, local, and international legislation and regulation based on concerns about climate change, ~~could~~such ~~result~~as inCalifornia’s ~~increased~~SB ~~regulatory~~253 ~~costs,~~and ~~which~~SB ~~may~~261 ~~include~~climate ~~capital~~related ~~expenditures~~disclosure onlaws ~~our~~and ~~existing~~Maryland’s ~~properties~~Climate toSolutions ~~ensure~~Now ~~compliance~~Act ~~with~~of ~~any new or updated regulations~~2022, ~~which~~could ~~may~~result ~~potentially~~in ~~adversely~~increased ~~affect~~regulatory ~~our~~and ~~operations.~~other ~~There~~costs, ~~can~~which bemay noinclude ~~assurance~~increased ~~that~~disclosures ~~the potential impacts of climate change~~ and/or ~~severe~~capital ~~weather~~expenditures ~~will not have a material adverse effect~~ on our existing properties, ~~results~~to ofensure ~~operations,~~compliance ~~cash~~with ~~flows or business.~~

any new or updated regulations, which may potentially adversely affect our operations. There can be no assurance that the potential impacts of climate change and severe weather will not have a material adverse effect on our properties, results of operations, cash flows or business.

Water scarcity could negatively impact our operations. Water is critical to the prosperity of the communities we serve and the ecosystems in which we operate. Water is also a limited resource in many parts of the world, including Las Vegas where the majority of our properties are located. Water availability is facing unprecedented challenges from overexploitation, the effects of climate change, and increasing demand for food and other consumer and industrial products whose manufacturing processes require water. As the demand for water continues to increase in the areas in which we operate, and as water becomes scarcer and the quality of available water deteriorates, our operations may incur higher costs or face capacity constraints and the possibility of reputational damage, which could adversely affect our profitability.

Risks Related to Legal and Regulatory Matters and Changes in Public Policy

Our businesses are subject to extensive regulation and the cost of compliance or failure to comply with such regulations may adversely affect our business and results of operations. Our ownership and operation of gaming operations is subject to extensive regulation by the countries, states and provinces in which we operate. These laws, regulations and ordinances vary from jurisdiction to jurisdiction, but generally concern the responsibility, financial stability and character of the owners and managers of gaming operations as well as persons financially interested or involved in gaming operations. As such, our gaming regulators can require us to disassociate ourselves from suppliers or business partners found unsuitable by the regulators or, alternatively, cease operations in that jurisdiction. In addition, unsuitable activity on our part or on the part of our domestic or foreign unconsolidated affiliates or subsidiaries in any jurisdiction could have a negative effect on our ability to continue operating in other jurisdictions. The regulatory environment in any particular jurisdiction may change in the future and any such change could have a material adverse effect on our results of operations.

partners found unsuitable by the regulators or, alternatively, cease operations in that jurisdiction. In addition, unsuitable activity on our part or on the part of our domestic or foreign unconsolidated affiliates or subsidiaries in any jurisdiction could have a negative effect on our ability to continue operating in other jurisdictions. The regulatory environment in any particular jurisdiction may change in the future and any such change could have a material adverse effect on our results of operations.

Furthermore, our iGaming and online sports betting initiatives may be particularly subject to risks related to potential changes in the regulatory and enforcement environment as a result of the continued development of regulatory schemes in this industry in the U.S. and internationally. The regulation and legality of iGaming and online sports betting and approaches to enforcement vary from jurisdiction to jurisdiction (from open licensing regimes to regimes that impose sanctions or prohibitions) and is subject to uncertainties. In certain jurisdictions, there is no legislation which is directly applicable to our business, or the legality of the supply of iGaming and online sports betting is not clear or is open to interpretation. In many jurisdictions, there are conflicting laws and/or regulations, conflicting interpretations, divergent approaches by enforcement agencies and/or inconsistent enforcement policies and, therefore, some or all forms of iGaming and online sports betting could be determined to be illegal in some of these jurisdictions, either when operated within the jurisdiction and/or when accessed by persons located in that jurisdiction. Moreover, the legality of iGaming and online sports betting is subject to uncertainties arising from differing approaches among jurisdictions as to the determination of where iGaming and online sports betting activities take place and which authorities have jurisdiction over such activities and/or those who participate in or facilitate them. In addition, there is a risk that regulators or prosecutors in jurisdictions where we provide online sports betting or iGaming services to customers without a local license or pursuant to a multi-jurisdictional license, may take legal action in respect of our operations in that jurisdiction and any defense we raise to such actions may not be successful. Actions that may be taken may include criminal sanctions and penalties, as well as civil and administrative enforcement actions, fines, excessive taxation, funds and asset seizures, authorities seeking to seize funds generated from the allegedly illegal activity, as well as payment blocks and ISP blacklisting. Even if such claims could be successfully defended, the process may result in a loss of reputation, potential loss of revenue and diversion of management resources and time. There is a significant risk that our determination to permit customers in any given jurisdiction to access any one or more of our products or engage in various types of marketing activity and customer contact may not always accurately predict the likelihood of one or more jurisdictions taking enforcement or other adverse action against us, our customers or our third-party suppliers, which could lead to fines, criminal sanctions and/or the termination of our operations in such jurisdiction or jurisdictions, and, ultimately, could have a material adverse effect on our business, financial condition and results of operations.

For a summary of gaming and other regulations that affect our business, see “Regulation and Licensing” and Exhibit 99.1 to this Annual Report on Form 10-K.

Further, our directors, officers, key employees and investors in our properties and iGaming and online sports betting initiatives must meet approval standards of certain state and foreign regulatory authorities. If such regulatory authorities were to find such a person or investor unsuitable, we would be required to sever our relationship with that person or the investor may be required to dispose of his, her or its interest. Regulatory authorities may also conduct investigations into the conduct or associations of our directors, officers, key employees or investors to ensure compliance with applicable standards. Certain public and private issuances of securities, borrowings under credit agreements, guarantees of indebtedness and other transactions also require the approval of certain regulatory authorities.

Macau laws and regulations concerning gaming and gaming concessions are complex, and a court or administrative or regulatory body may in the future render an interpretation of these laws and regulations, or issue new or modified regulations, that differ from MGM China’s interpretation, which could have a material adverse effect on its business, financial condition and results of operations. In addition, MGM Grand Paradise’s activities in Macau are subject to administrative review and approval by various government agencies. We cannot assure you that MGM Grand Paradise will be able to obtain all necessary approvals, and any such failure to do so may materially affect its long-term business strategy and operations. Macau laws permit redress to the courts with respect to administrative actions; however, to date such redress is largely untested in relation to gaming issues.

In addition to gaming regulations, we are also subject to various federal, state, local and foreign laws and regulations affecting businesses in general. These laws and regulations include, but are not limited to, restrictions and conditions concerning alcoholic beverages, environmental matters, smoking, employees, currency transactions, taxation, zoning and building codes, and marketing and advertising. For instance, we are subject to certain federal, state and local environmental laws, regulations and ordinances, including the Clean Air Act, the Clean Water Act, the Resource Conservation Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Energy Policy Act, the Safe Drinking Water Act, Renewable Portfolio Standards, the Oil Pollution Act of 1990, and many others. Under various federal, state and local environmental laws and regulations, an owner or operator of real property may be held liable for the costs of removal or remediation of certain hazardous or toxic substances or wastes located on its property, regardless of whether or not the present owner or operator knows of, or is responsible for, the presence of such substances or wastes. Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted. There has been increasing focus from international, national, and state regulators on reporting and reducing GHG emissions and other climate change-related topics. These regulations could impose stricter standards on operations and reporting which could be costly and difficult to implement. In addition, effective since January 1, 2019, smoking in casinos in Macau, including MGM Macau and MGM Cotai, is only permitted inside specially ventilated smoking rooms, rather than outside smoking areas or VIP areas. The likelihood or outcome of similar legislation in other jurisdictions and referendums in the future cannot be predicted, though any smoking ban would be expected to negatively impact our financial performance.

Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted. There has been increasing focus from international, national, and state regulators on reporting and reducing GHG emissions and other climate change-related topics. These regulations could impose stricter standards on operations and reporting which could be costly and difficult to implement. In addition, effective since January 1, 2019, smoking in casinos in Macau, including MGM Macau and MGM Cotai, is only permitted inside specially ventilated smoking rooms, rather than outside smoking areas or VIP areas. The likelihood or outcome of similar legislation in other jurisdictions and referendums in the future cannot be predicted, though any smoking ban would be expected to negatively impact our financial performance.

We also deal with significant amounts of cash in our operations and are subject to recordkeeping and reporting obligations as required by various anti-money laundering laws and regulations. For instance, in the United States, we are subject to regulation under the Currency and Foreign Transactions Reporting Act of 1970, commonly known as the “Bank Secrecy Act”, which, among other things, requires us to report to the Internal Revenue Service (“IRS”) any currency transactions in excess of $10,000 that occur within a 24-hour gaming day, including identification of the individual(s) involved in the currency transaction. We are also required to report suspicious activity where we know, suspect or have reason to suspect transactions, among other things, involve funds from illegal activity or are intended to evade federal regulations or avoid reporting requirements or have no business or lawful purpose. In addition, under the Bank Secrecy Act and similar laws in other jurisdictions, we are subject to various other rules and regulations involving reporting, recordkeeping and retention. Our compliance with anti-money laundering regulations, including the Bank Secrecy Act, is subject to periodic examinations by the relevant regulatory agencies in each jurisdiction where we operate. Any such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted. Any violations of the anti-money laundering laws, including the Bank Secrecy Act, or regulations by any of our properties, businesses, customers, or employees could have an adverse effect on our financial condition, results of operations or cash flows.

Any violation of the Foreign Corrupt Practices Act or any other similar anti-corruption laws could have a negative impact on us. We generate revenue from operations outside the United States, which exposes us to complex foreign and U.S. regulations inherent in doing cross-border business and in each of the countries in which we transact business. We are subject to compliance with the United States Foreign Corrupt Practices Act (“FCPA”) and other similar anti-corruption laws, which generally prohibit companies and their intermediaries from making improper payments to foreign government officials for the purpose of obtaining or retaining business. While our employees and agents are required to comply with these laws, we cannot be sure that our internal policies and procedures will always protect us from violations of these laws, despite our commitment to legal compliance and corporate ethics. Violations of these laws by us or our non-controlled ventures may result in severe criminal and civil sanctions as well as other penalties against us, and the SEC and U.S. Department of Justice continue to vigorously pursue enforcement of the FCPA. The occurrence or allegation of these types of risks may adversely affect our business, performance, prospects, value, financial condition, and results of operations.

If the jurisdictions in which we operate increase taxes and fees, including gaming taxes, our results could be adversely affected. Federal, state and local authorities domestically and internationally raise a significant amount of revenue through taxes and fees, including taxes and fees on gaming activities. From time to time, legislators and government officials have proposed changes in tax laws, or in the administration of such laws, affecting the gaming industry. Periods of economic downturn or uncertainty and budget deficits may intensify such efforts to raise revenues through increases in taxes, the imposition of new taxes or changes to tax laws that result in higher taxes than would be incurred under existing tax law or interpretation. In addition, tax law changes adopted to align with the Organization for Economic Co-operation and Development (“OECD”) Global Anti-Base Erosion Model Rules ("Pillar Two") framework, which establishes a global minimum tax, could increase tax uncertainty. If the jurisdictions in which we operate were to increase taxes, impose new taxes or change existing tax laws, our financial condition and results of operations could be materially adversely affected.

government officials have proposed changes in tax laws, or in the administration of such laws, affecting the gaming industry. Periods of economic downturn or uncertainty and budget deficits may intensify such efforts to raise revenues through increases in taxes, the imposition of new taxes or changes to tax laws that result in higher taxes than would be incurred under existing tax law or interpretation. In addition, tax law changes adopted to align with the Organization for Economic Co-operation and Development (“OECD”) Global Anti-Base Erosion Model Rules ("Pillar Two") framework, which establishes a global minimum tax, could increase tax uncertainty. If the jurisdictions in which we operate were to increase taxes, impose new taxes or change existing tax laws, our financial condition and results of operations could be materially adversely affected.

The future recognition of our foreign tax credit deferred tax asset is uncertain, and the amount of valuation allowance we may apply against such deferred tax asset may change materially in future periods. We currently have significant deferred tax assets resulting from foreign tax credit carryforwards that are available to potentially reduce taxes attributable to taxable foreign-sourced income in future periods. We evaluate our foreign tax credit deferred tax asset for recoverability and record a valuation allowance to the extent we determine it is not more likely than not such asset will be recovered. This evaluation is based upon all available evidence, including assumptions concerning future U.S. operating profits and foreign source income. As a result, significant judgment is required in assessing the possible need for a valuation allowance and changes to our assumptions could result in a material change in the valuation allowance with a corresponding impact on the provision for income taxes in the period including such change.

We face risks related to pending claims that have been, or future claims that may be, brought against us. Claims have been brought against us and our subsidiaries in various legal proceedings, and additional legal and tax claims arise from time to time. We may not be successful in the defense or prosecution of our current or future legal proceedings, which could result in settlements or damages that could significantly impact our business, financial condition, results of operations and reputation. Please see the further discussion in “Legal Proceedings” and Note 12 in the accompanying consolidated financial statements.

Risks Related to Our Macau Operations

We have agreed not to have any interest or involvement in gaming businesses in China, Macau, Hong Kong and Taiwan, other than through MGM China. In connection with the gaming concession, we entered into a Third Renewed Deed of Non-Compete Undertakings with MGM China and Ms. Ho, Pansy Catilina Chiu King (“Ms. Ho”), pursuant to which we are restricted from having any interest or involvement in gaming businesses in the People’s Republic of China, Macau, Hong Kong and Taiwan, other than through MGM China. While gaming is currently prohibited in China, Hong Kong and Taiwan, if it is legalized in the future our ability to compete in these locations could be limited until the earliest of (i) the date MGM China’s ordinary shares cease to be listed on The Stock Exchange of Hong Kong Limited or (ii) the last day of MGM Grand Paradise’s concession for operation of casino games (or any extension thereof); or (iii) the date when our ownership of MGM China shares is less than 15% of the then-issued share capital of MGM China.

The Macau government can (i) terminate MGM Grand Paradise’s concession under certain circumstances without compensating MGM Grand Paradise, (ii) from the eighth year of MGM Grand Paradise’s concession, redeem the concession by providing MGM Grand Paradise at least one year’s prior notice and subject to the payment of reasonable and fair damages or indemnity to MGM Grand Paradise, or (iii) refuse to grant MGM Grand Paradise an extension of the concession prior to its expiry. The Macau government has the right to unilaterally terminate the concession for endangering the national security of China or Macau by MGM Grand Paradise, failure of MGM Grand Paradise to perform its obligations, for the public interest or lack of appropriate qualifications of MGM Grand Paradise under the gaming law. From the eighth year of MGM Grand Paradise’s concession, the Macau government may redeem the concession by providing MGM Grand Paradise with at least one year of advance notice. In the event the Macau government exercises this redemption right, MGM Grand Paradise is entitled to reasonable and fair damages or indemnity. Upon such termination, all ofthe ~~MGM Grand Paradise’s~~ casino area premises and gaming-related equipment, ~~with the exception of those~~ which have been temporarily transferred to MGM Grand Paradise by the Macau government for use in accordance with the concession contract and all of MGM Grand Paradise’s own casino area premises and gaming-related equipment, would be transferred automatically to the Macau government without compensation to MGM Grand Paradise, and we would cease to generate any revenues from these operations. We cannot assure you that MGM Grand Paradise will perform all of its obligations under the concession contract in a way that satisfies the requirements of the Macau government.

Under the terms of MGM Grand Paradise’s concession, MGM Grand Paradise is required to implement certain investments in gaming and non-gaming projects, as further discussed in Note 12 to the accompanying consolidated financial statements. There can be no assurance, however, that MGM Grand Paradise will have sufficient cash on hand to fund these obligations, or that it will be able to obtain financing to fund these obligations on satisfactory terms or at all. If MGM Grand Paradise is unable to satisfy its investment commitments, its concession contract may be subject to termination by the Macau government.

Furthermore, under the concession contract, MGM Grand Paradise is obligated to comply with any laws and regulations that the Macau government might promulgate in the future. We cannot assure you that MGM Grand Paradise will be able to comply with these laws and regulations or other requirements of MGM Grand Paradise’s concession contract, or that these laws and regulations or other requirements would not adversely affect our ability to construct or operate our Macau businesses. If any disagreement arises between MGM Grand Paradise and the Macau government regarding the interpretation of, or MGM Grand Paradise’s compliance with, a provision of the concession contract, MGM Grand Paradise will be relying on a consultation and negotiation process with the Macau government. During any consultation or negotiation, MGM Grand Paradise will be obligated to comply with the terms of the concession contract as interpreted by the Macau government. Currently, there is no precedent concerning how the Macau government will treat the termination of a concession upon the occurrence of any of the circumstances mentioned above. The loss of the concession would require us to cease conducting gaming operations in Macau, which would have a material adverse effect on our business, financial condition, results of operations and cash flows.

In addition, the concession contract expires on December 31, 2032. We cannot assure you that MGM Grand Paradise will be able to obtain an extension of the concession contract upon its expiration or be awarded a new gaming concession on terms favorable to MGM Grand Paradise or at all. We cannot provide any assurances on the terms associated with any potential future extension, which could include additional fees or other financial commitments that may have an adverse impact on the financial position of MGM Grand Paradise. We also cannot assure you that if the concession is redeemed by the Macau government, the compensation paid to MGM Grand Paradise will be adequate to compensate for the loss of future revenues.

redeemed by the Macau government, the compensation paid to MGM Grand Paradise will be adequate to compensate for the loss of future revenues.

We are subject to risks associated with doing business outside of the United States. Our operations outside of the United States are subject to risks that are inherent in conducting business under non-United States laws, regulations and customs. In particular, the risks associated with our existing international operations or any future operations in which we may engage in any other foreign territories, include:

•changes in laws and policies that govern operations of companies in Macau or other foreign jurisdictions;

•changes in non-United States government programs;

•changes in laws or regulations restricting the ability of our non U.S. subsidiaries to make distributions or declare dividends;

•possible failure by our employees or agents to comply with anti-bribery laws such as the United States Foreign Corrupt Practices Act and similar anti-bribery laws in other jurisdictions;

•general economic conditions and policies in China, including restrictions on travel and currency movements;

•difficulty in establishing, staffing and managing non-United States operations;

•different labor regulations;

•changes in environmental, health and safety laws;

•outbreaks of diseases or epidemics, including the COVID-19 pandemic;

•potentially negative consequences from changes in or interpretations of tax laws;

•political instability and actual or anticipated military and political conflicts;

•economic instability and inflation, recession or interest rate fluctuations; and

•uncertainties regarding judicial systems and procedures.

These risks, individually or in the aggregate, could have an adverse effect on our business, financial condition, results of operations and cash flows. We are also exposed to a variety of market risks, including foreign currency exchange rate fluctuations, particularly with respect to the Japanese yen, Hong Kong dollar, and Euro, as a result of our international operations. We occasionally hedge our exposures to certain of these currencies and other foreign currencies with financial institutions in an effort to minimize the impact of currency exchange rate fluctuations, but the use of these hedging instruments may not offset any, or more than a portion of, the adverse financial effects of unfavorable movements in foreign exchange rates over the time the hedges are in place. Hedging transactions may also introduce additional risks resulting from differences between the actual timing of the underlying exposures and our forecasts of those exposures, or from any unexpected material changes in the underlying hedged activities. In addition, because we do not typically fully hedge our positions in foreign currencies, we will continue to have exposure on unhedged portions of any currencies we exchange. If any of our hedging arrangements are inadequate, if there are significant exchange rate fluctuations in currencies for which we do not have hedges in place, or if a financial counterparty to our hedges is unable to honor the terms of the foreign currency hedge for any reason, then our business, financial condition, results of operations, and cash flows could be materially and adversely affected.

Conflicts of interest may arise because certain of our directors and officers are also directors of MGM China, the holding company for MGM Grand Paradise which owns and operates MGM Macau and MGM Cotai. As a result of the initial public offering of shares of MGM China common stock in 2011, MGM China has stockholders who are not affiliated with us, and we and certain of our officers and directors who also serve as officers and/or directors of MGM China may have conflicting fiduciary obligations to our stockholders and to the minority stockholders of MGM China. Decisions that could have different implications for us and MGM China, including contractual arrangements that we have entered into or may in the future enter into with MGM China, may give rise to the appearance of a potential conflict of interest or an actual conflict of interest.

China may have conflicting fiduciary obligations to our stockholders and to the minority stockholders of MGM China. Decisions that could have different implications for us and MGM China, including contractual arrangements that we have entered into or may in the future enter into with MGM China, may give rise to the appearance of a potential conflict of interest or an actual conflict of interest.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

We recognize the importance cybersecurity has to the success of our business. We also recognize the need to continually assess cybersecurity risk and evolve our response in the face of a rapidly and ever-changing environment. Accordingly, we aim to protect our business operations, including customer records and information, against known and evolving cybersecurity threats.

Risk Management and Strategy

The Company’s Internal Audit function conducts an annual Enterprise Risk Management process to identify, assess, monitor and control current and future potential risks facing the Company, which includes cybersecurity risks that are communicated by the Chief Information Security Officer (“CISO”). Significant risks identified during this process are then presented to the Audit Committee. In addition, we have a cybersecurity incident response plan in place that provides a documented framework for handling high and low severity security incidents and facilitates coordination across multiple parts of the business. We also routinely perform attack and response simulations at the technical level, and annually execute tabletop response exercises. Each year, special focus is given to maintaining and improving our alignment with the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework and Privacy and Payment Card Industry (“PCI”) controls in support of protecting our technology and customer data. We further engage in the periodic assessment and testing of our cybersecurity program.

We also utilize external expertise to perform annual assessments of our entire cybersecurity program, including the cybersecurity program maturity. The results of these annual assessments are reported to the Audit Committee, and we adjust our cybersecurity policies, standards, processes and practices as necessary based on the information provided by these assessments. In addition, we have a Third Party Risk Management Program designed to assess risks associated with third party providers based on the services they provide and the data they have access to.

Cybersecurity risk mitigation processes are integrated into the Company’s Code of Conduct that all employees are required to review. Additionally, all employees with network access receive cybersecurity awareness training.

The Company’s information and data systems have been subject to cybersecurity incidents in the past, including the publicly disclosed September 2023 Cybersecurity Issue. We do not believe that risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of operations, or financial condition. However, there is no guaranty that the Cybersecurity Issue and any further incidents will not have a material impact in the future. See “Cybersecurity litigation, claims, and investigations” in Part II, Item 8, Note 12 to the accompanying consolidated financial statements. Further, policies and procedures designed to manage cyber risks, including those described herein, may not be effective. To learn more about risks from cybersecurity threats, see “Item 1A. Risk Factors - The failure to maintain the integrity of our information and other systems or customer information ~~can~~could result in damage to our reputation, subject us to fines, payment of damages, lawsuits and restrictions on our use of data, and have a material adverse effect on our business, financial condition, and results of operations.” Additional risks and uncertainties not currently known or that may currently be deemed to be immaterial also may materially adversely affect the Company’s business, financial condition, or results of operations.

The Board’s Oversight of Cybersecurity Risk

To ensure thorough oversight of the Company’s cybersecurity policies and processes, the Audit Committee is responsible for overseeing our cybersecurity risk and, pursuant to its charter, establishes and oversees procedures for the Company’s plans to mitigate cybersecurity risks and respond to data breaches. The Audit Committee receives regular reports from the CISO on the Company’s cybersecurity risks and enterprise cybersecurity program. The Audit Committee also receives prompt information and periodic updates by the CISO regarding material cybersecurity incidents that meet reporting thresholds. The Audit Committee reports out to the Board as necessary to keep the Board informed of issues or risks relating to the Company’s cybersecurity.

Management’s Involvement in Cybersecurity Risk Oversight

Our CISO ~~continues~~works with our Chief Technology Officer (“CTO”) to enhance our cybersecurity program and leads our efforts to mitigate technology risks in partnership with business leaders. Our CISO conducts regular reviews of the control environment and identifies those risks within the Enterprise Risk Management process to assess, monitor and control current and future potential risks facing the Company. ~~Our~~We ~~CISO~~are ~~has~~currently ~~over~~conducting 20a ~~years~~search offor ~~expertise~~a innew ~~technology,~~CISO ~~cybersecurity~~and, ~~information~~pending ~~security~~its ~~risk management~~completion, ~~incident~~our ~~management~~CTO ~~and~~will ~~response~~act ~~and~~as ~~privacy~~our ~~and~~CISO. ~~has~~Our ~~held~~CTO ~~various~~previously ~~roles~~served inas ~~information~~our ~~security throughout his career. The~~ CISO and holds various professional certifications, including Certified Information Security Manager certification from the Information Systems Audit and Control Association and Certified Information Systems Security Professional from the ISC2. The CISO holds a Bachelor of Science Degree in Computer Information Systems and a Master’s Degree in Organizational Security Management.

Information Systems Audit and Control Association and Certified Incident Handler from the International Council of E-Commerce Consultants. The CISO holds a Bachelor of Science Degree in Cyber Security & Information Assurance.

Our CISO reports directly to our Chief Legal and Administrative Officer and Secretary. The CISO closely monitors our cybersecurity program, including our strategy and cybersecurity policies and practices, against the cybersecurity threat landscape. As described above, our cybersecurity incident response plan provides a framework for a multidisciplinary team to prevent, detect, mitigate, and remediate cybersecurity-related risks and incidents. This framework also sets forth parameters for the escalation and reporting of cybersecurity risks and incidents to broader groups at the Company, and the CISO reports information about significant cybersecurity risks and incidents to the Audit Committee on a regular basis and more frequently if warranted under the circumstances.

3129

ITEM 2. PROPERTIES

We have provided certain information below about our properties as of December 31, ~~2024~~2025.

Name and Location

Number of Guestrooms and Suites

Approximate Casino Square Footage(1)

Slots (2)

Gaming Tables (3)

Las Vegas Strip Resorts:

Las Vegas Strip Resorts (11):

Aria(4)

5,497

145,000

1,~~274~~250

~~129~~127

Bellagio

3,933

154,000

1,~~262~~281

~~153~~154

The Cosmopolitan

3,032

112,000

1,~~150~~104

~~107~~102

MGM Grand Las Vegas (5)

6,~~731~~488

144,000

1,~~236~~234

~~106~~105

Mandalay Bay (6)

4,750

~~155~~153,000

~~942~~921

6857

Luxor

4,397

104,000

~~785~~738

4337

Excalibur

3,981

9392,000

~~923~~937

3230

New York-New York

2,024

84,000

~~968~~948

5251

Park MGM (7)

2,898

66,000

~~767~~755

6160

Subtotal

37,~~243~~000

1,~~057~~054,000

9,~~307~~168

~~751~~723

Regional Operations:

Regional Operations (11):

MGM Grand Detroit (Detroit, Michigan) (8)

400

151,000

2,~~405~~139

~~113~~114

Beau Rivage (Biloxi, Mississippi)

1,~~733~~727

8890,000

1,~~209~~223

7879

Borgata (Atlantic City, New Jersey)

2,727

~~220~~217,000

2,~~362~~499

~~118~~139

MGM National Harbor (Prince George’s County, Maryland) (9)

308

~~159~~165,000

2,~~293~~259

~~161~~160

MGM Springfield (Springfield, Massachusetts)(10)

240

106,000

1,~~528~~522

4748

MGM Northfield Park (Northfield, Ohio)

—

78,000

1,~~594~~604

—

Empire City (Yonkers, New York)

—

138,000

4,~~448~~503

—

Subtotal

5,~~408~~402

~~940~~945,000

15,~~839~~749

~~517~~540

MGM China:

MGM China (12):

MGM Macau – (Macau S.A.R.)

~~585~~595

251,000

~~961~~1,044

~~340~~345

MGM Cotai – (Macau S.A.R.)

1,418

264,000

~~972~~1,001

~~410~~405

Subtotal

2,~~003~~013

515,000

12,~~933~~045

750

Grand total

44,~~654~~415

2,~~512~~514,000

2726,~~079~~962

2,~~018~~013

(1)Casino square footage is approximate and includes the gaming floor, race and sports, high limit areas and casino specific walkways, and excludes casino cage at our domestic properties and other non-gaming space within the casino area, such as lounges.

(2)Includes slot machines, video poker machines and, except for MGM National Harbor, all other electronic gaming devices in service.

(3)Includes ~~blackjack (“21”), baccarat, craps, roulette,and other~~ table games in service; does not include poker at our domestic properties; includes dealer-assisted electronic gaming devices at MGM National Harbor.

(4)Includes 1,495 condominium-hotel units at Vdara, which are predominantly utilized as company-owned hotel rooms.

(5)Includes 1,728 rooms at The Signature at MGM Grand Las Vegas.

(6)Includes 1,117 rooms at W Las Vegas and 424 rooms at the Four Seasons Hotel.

(7)Includes 293 rooms at ~~NoMad~~The ~~Las~~Reserve ~~Vegas~~at Park MGM.

(8)Our local investors have an ownership interest of approximately 3% of MGM Grand Detroit.

(9)Our local investors have a non-voting economic interest in MGM National Harbor.

(10)Our local investor has a non-voting economic interest in MGM Springfield.

32(11)The real estate assets and land underlying our Las Vegas Strip and Regional Operations properties are subject to triple net leases.

(12)MGM Grand Paradise has MGM Macau and MGM Cotai land concession contracts with the government of Macau. Further, in connection with the expiration of the MGM Grand Paradise gaming subconcession on December 31, 2022, the casino areas of MGM Cotai and MGM Macau reverted, free of charge and without any encumbrances, to the Macau government, which is now the legal owner of the reverted gaming assets. On January 1, 2023 and in connection with the commencement of the gaming concession, the gaming assets were temporarily transferred to MGM Grand Paradise for the duration of the gaming concession in return for annual payments.

ITEM 3. LEGAL PROCEEDINGS

See discussion of legal proceedings in Note 12 – Commitments and Contingencies in the accompanying consolidated financial statements.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

3331

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Common Stock Information

Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “MGM.”

There were approximately 2,~~701~~347 record holders of our common stock as of February 139, ~~2025~~2026.

Dividend Policy

We implemented a dividend program in February 2017 pursuant to which we had paid regular quarterly dividends. In the second quarter of 2020, we reduced our annual dividend to $0.01 per share in light of the impact of the COVID-19 pandemic on our operations at that time. We maintained an annual dividend of $0.01 per share throughout 2022. On February 8, 2023, we announced that the Board of Directors had determined to suspend the ongoing dividends in light of our current preferred method of returning value to shareholders through our share repurchase plan. To the extent we determine to reinstate the dividend in the future, the amount, declaration and payment of any future dividends will be subject to the discretion of our Board of Directors who will evaluate our dividend policy from time to time based on factors it deems relevant, and the contractual limitations described below.

Purchases of Equity Securities by the Issuer

The following table provides information about share repurchases of our common stock during the quarter ended December 31, ~~2024~~2025:

Period	Total Number of Shares Purchased	Average Price Paid per Share(1)		Total Number of Shares Purchased as Part of a Publicly Announced Program	Dollar Value of Shares that May Yet be Purchased Under the Program(1) (In thousands)
October 1, 2024 — October 31, 2024	—	$	—	—	$	946,039
October 1, 2025 — October 31, 2025	1,139,400	$	31.72	1,139,400	$	2,086,167
November 1, 2024 — November 30, 2024	—	$	—	—	$	946,039
November 1, 2025 — November 30, 2025	9,629,140	$	32.27	9,629,140	$	1,775,455
December 1, 2024 — December 31, 2024	3,712,075	$	35.07	3,712,075	$	815,841
December 1, 2025 — December 31, 2025	4,738,900	$	36.94	4,738,900	$	1,600,390

(1) In accordance with applicable disclosure requirements, the “Average Price Paid per Share” figures presented above are calculated on an execution date (trade date) basis and exclude commissions and other expenses, such as excise taxes. Figures presented under “Dollar Value of Shares that May Yet be Purchased Under the Program” indicate the total amount of authorized capacity remaining in accordance with the terms of the applicable share repurchase plan., ~~The~~which ~~amount authorized under the November 2023 $2.0 billion stock repurchase plan~~ excludes the cost of commissions. ~~The~~and ~~amount authorized for the plan excludes~~ other expenses, such as excise taxes.

In November 2023, we announced that the Board of Directors had authorized a $2.0 billion stock repurchase plan, and in April 2025, we announced that the Board of Directors had authorized a $2.0 billion stock repurchase plan. Under the stock repurchase ~~plan~~plans, we may repurchase shares from time to time in the open market or in privately negotiated agreements. Repurchases of common stock may also be made under a Rule 10b5-1 plan, which would permit common stock to be purchased when we might otherwise be precluded from doing so under insider trading laws. The timing, volume and nature of stock repurchases will be at the sole discretion of management, dependent on market conditions, applicable securities laws, and other factors, and may be suspended or discontinued at any time. All shares we repurchased during the quarter ended December 31, ~~2024~~2025 were purchased pursuant to our publicly announced stock repurchase plans and have been retired.

3432

PERFORMANCE GRAPH

The graph below matches our cumulative 5-year total shareholder return on common stock with the cumulative total returns of the Dow Jones US Total Return index, the S&P 500 index and the Dow Jones US Gambling index. The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends as required by the SEC) from December 31, ~~2019~~2020 to December 31, ~~2024~~2025. The return shown on the graph is not necessarily indicative of future performance.

The following performance graph shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, nor shall this information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference into a filing.

12/19

12/20

12/21

12/22

12/23

12/24

12/20

12/21

12/22

12/23

12/24

12/25

MGM Resorts International

100.00

95142.5347

~~136~~106.1047

~~101~~141.7187

~~135~~110.5302

~~105~~115.1186

Dow Jones US Total Return

100.00

~~120~~126.4050

~~152~~101.3196

~~122~~129.7600

~~155~~160.3254

~~193~~188.2941

S&P 500

100.00

~~118~~128.4071

~~152~~105.3940

~~124~~133.7910

~~157~~166.5940

~~197~~196.0216

Dow Jones US Gambling

100.00

8987.6618

7865.1700

5884.2871

7584.9653

7581.7982

The stock price performance included in this graph is not necessarily indicative of future stock price performance.

3533

ITEM 6. RESERVED

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This management’s discussion and analysis of financial condition and results of operations includes discussion as of and for the year ended December 31, ~~2024~~2025 compared to December 31, ~~2023~~2024. Discussion of our financial condition and results of operations as of and for the year ended December 31, ~~2023~~2024 compared to December 31, ~~2022~~2023 can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2023~~2024, filed with the Securities and Exchange Commission (“SEC”) on February 2318, ~~2024, with the exception of our MGM Digital segment, for which discussion as of and for the year ended December 31, 2023 compared to December 31, 2022 has been included below~~2025.

Overview

Our primary business is the operation of casino properties, which offer gaming, hotel, convention, dining, entertainment, retail and other resort amenities, as well as the operation of digital gaming through our online platforms. We lease the real estate assets of our domestic properties pursuant to triple net lease agreements.

Our results of operations do not tend to be seasonal in nature, though a variety of factors may affect the results of any interim period, including the timing of major conventions, Far East baccarat volumes, the amount and timing of marketing and special events for our high-end gaming customers, and the level of play during major holidays, including New Year and Lunar New Year. While our results do not depend on key individual customers, a significant portion of our operating income is generated from high-end gaming customers, which can cause variability in our results. In addition, our success in marketing to customer groups such as convention customers and the financial health of customer segments such as business travelers or high-end gaming customers from a specific country or region can affect our results. Our results will also depend upon our ability to expand our ownership, management and operation of gaming facilities and accessing new markets for iGaming and online sports betting.

Our results are also affected by significant recent developments in our business, which principally consist of transactions we have executed in furtherance of our businesses strategy ~~and the recovery from the COVID-19 pandemic, including the removal of COVID-19 travel restrictions in Macau and mainland China~~.

Overview of strategic business developments

•In July 2018, we and Entain formed BetMGM North America Venture. In connection with its formation, we provided BetMGM North America Venture with exclusive access to all of our domestic land based and online sports betting, major tournament poker, and online gaming operations, and Entain provided BetMGM North America Venture with exclusive access to its technology in the United States.

•On September 28, 2021, we announced that we and ORIX were selected by Osaka as the region’s integrated resort partner. In December 2021, we and ORIX formed a venture, ~~Osaka~~MGM ~~IR KK~~Osaka, through which we plan to develop the integrated resort. On April 27, 2022, we, together with Osaka prefecture/city, ~~Osaka~~MGM ~~IR KK~~Osaka, and ORIX, submitted an ADP to Japan’s central government. On April 14, 2023, we announced that the Japanese government officially certified the ADP, and, in September 2023, MGM Osaka ~~IR KK~~ signed an agreement with Osaka to implement the ADP. Preliminary construction began on the site of the future resort in 2024. During 2025, the construction of the project progressed as anticipated.

•On April 29, 2022, VICI acquired MGM Growth Properties LLC (“MGP”) ~~in a stock-for-stock transaction (such transaction~~, ~~the~~our ~~“VICI~~subsidiary ~~Transaction”).~~that MGP Class A shareholders received 1.366 shares of newly issued VICI stock in exchange for each MGP Class A share outstanding and we received 1.366 units of VICI Properties OP LLC (“VICI OP”) in exchange for each MGM Growth Properties Operating Partnership LP (“MGP OP”) unit held ~~by us. In connection with~~ the ~~exchange,~~real ~~VICI~~estate OPassets ~~redeemed~~of ~~the~~certain ~~majority~~ of our ~~VICI~~domestic ~~OP units~~properties, ~~with us retaining an approximate 1% ownership interest~~ in ~~VICI OP. MGP’s Class B share that was held by us was cancelled. Accordingly, we no longer hold~~ a ~~controlling~~stock-for-stock ~~interest in MGP and deconsolidated MGP upon the closing of the~~ transaction. InWe ~~connection with the VICI Transaction, we~~ entered into an amended and restated master lease with VICI. See Note ~~4 and Note~~ 11 ~~in the accompanying consolidated financial statements~~ for discussion of the ~~transaction and~~ lease~~, respectively~~.

•On May 17, 2022, we acquired the operations of The Cosmopolitan for cash consideration of $1.625 billion, plus working capital adjustments, for a total purchase price of approximately $1.7 billion. Additionally, we entered into a lease agreement for the real estate assets of The Cosmopolitan. See Note 11 for discussion of the lease.

36•In June 2022, the Macau government enacted a new gaming law that provides for material changes to the legal form of gaming concessions in Macau, including discontinuing and prohibiting gaming subconcessions subsequent to their expiration, and also includes material changes to the rights and obligations provided for under the new gaming concessions that were awarded in the public tender that concluded in December 2022, such as limiting the term of concessions to a maximum of 10 years. In December 2022, we were awarded a new gaming concession, which permits the operation of games of chance or other games in casinos in Macau, commencing on January 1, 2023.

~~a lease agreement for the real estate assets of The Cosmopolitan. See Note 4 and Note 11 for discussion of the transaction and lease, respectively.~~34

•InOn ~~June~~September 7, 2022, ~~the~~we ~~Macau~~acquired ~~government~~LeoVegas ~~enacted~~through a ~~new~~tender ~~gaming~~offer ~~law~~at ~~that~~a ~~provides~~cash ~~for~~price ~~material changes to the legal form~~ of ~~gaming~~SEK61 ~~concessions~~per ~~in Macau~~share, ~~including discontinuing and prohibiting gaming subconcessions subsequent to their expiration, and also includes material changes to the rights and obligations provided~~ for ~~under the new gaming concessions that were awarded in the public tender that concluded in December 2022, such as limiting the term of concessions to~~ a ~~maximum~~total offair 10value ~~years. As a result, we reassessed the useful life~~ of ~~the~~equity ~~MGM~~interests ~~Grand~~acquired ~~Paradise gaming subconcession intangible asset and reduced the useful life to align with the contractual term~~ of ~~the~~approximately ~~subconcession,~~$556 ~~which expired on December 31~~million, ~~2022,~~inclusive ~~thereby accelerating the recognition~~ of ~~amortization~~cash ~~within~~settlement ~~our statements~~ of ~~operations.~~equity ~~See Note 7 in the accompanying consolidated financial statements for further discussion~~awards. ~~In December 2022, we were awarded a new gaming concession, which permits the operation of games of chance or other games in casinos in Macau, commencing on January 1, 2023.~~

•On ~~September~~December 719, 2022, we ~~acquired~~completed ~~LeoVegas~~the ~~through~~sale aof ~~tender~~the ~~offer~~operations atof aThe ~~cash~~Mirage ~~price~~to an affiliate of ~~SEK~~Seminole 61Hard ~~per~~Rock ~~share~~Entertainment, Inc. for acash ~~total~~consideration ~~fair~~of ~~value~~$1.075 billion, ofor ~~equity~~$1.1 ~~interests~~billion, ~~acquired~~net of ~~approximately~~purchase ~~$556~~price ~~million~~adjustments and transaction costs. At closing, ~~inclusive~~the ofmaster ~~cash~~lease ~~settlement~~with ofVICI ~~equity~~was ~~awards.~~amended ~~See~~to ~~Note~~remove 4The ~~for~~Mirage ~~discussion~~and ofreflect ~~this~~a ~~transaction~~$90 million reduction in annual cash rent.

•On December 19, 2022, we completed the sale of the operations of The Mirage to an affiliate of Seminole Hard Rock Entertainment, Inc. for cash consideration of $1.075 billion, or $1.1 billion, net of purchase price adjustments and transaction costs. At closing, the master lease with VICI was amended to remove The Mirage and reflect a $90 million reduction in annual cash rent. Refer to Note 4 for further discussion of this transaction.

•On February 15, 2023, we completed the sale of the operations of Gold Strike Tunica to CNE Gaming Holdings, LLC, a subsidiary of Cherokee Nation Business, for cash consideration of $450 million, or $474 million, net of purchase price adjustments and transaction costs. At closing, the master lease with VICI was amended to remove Gold Strike Tunica and reflect a $40 million reduction in annual cash rent. Refer to Note 4 for further discussion of this transaction.

•In August 2023, LeoVegas completed the acquisition of the majority ownership of Push Gaming, a digital gaming developer.

•In the third quarter of 2025, the competitive and economic assumptions underpinning our return expectations on our investment in a commercial gaming facility changed, which led us to determine we would withdraw our application for a commercial gaming license for Empire City. As such, in the third quarter of 2025, we recorded an impairment of the full amount of the Empire City reporting unit’s goodwill of $256 million and charges for write-downs and impairments within “Property transactions, net” of $93 million, of which charges primarily consist of the impairment of $52 million relating to Empire City’s existing gaming license. We will instead continue to operate Empire City in its current format. Refer to Note 7 for further discussion.

•In October 2025, we entered into an agreement to sell the operations of MGM Northfield Park for $546 million in cash, subject to customary purchase price adjustments. Upon closing, the master lease between us and VICI will be amended to remove MGM Northfield Park and to reflect a $53 million reduction in annual cash rent, subject to a 2% escalator on May 1, 2026. The transaction is expected to close in the first half of 2026, subject to the receipt of regulatory approvals and other customary closing conditions. Refer to Note 4 for further discussion of this transaction.

Cybersecurity Issue

In September 2023, we identified a cybersecurity issue involving unauthorized access to certain of our U.S. systems by criminal actors. The Cybersecurity Issue, together with the incident response efforts, resulted in some disruptions to our business operations and we also incurred expenses for technology consulting services, legal fees and other third-party advisors in connection with this issue, which were not material to our 2023 results. We have cybersecurity insurance from which we began to receive proceeds in 2024.

Visitation Statistics

The Las Vegas Strip segment results of operations are heavily impacted by visitor volume and trends. During the year ended December 31, ~~2024~~2025, Las Vegas visitor volume ~~increased~~decreased 28% compared to ~~2023~~2024 according to information published by the Las Vegas Convention and Visitors Authority~~, primarily from sporting events hosted by Las Vegas in February 2024 as well as the general expansion of sporting, music, and entertainment events throughout 2024~~.

The MGM China segment results of operations also are heavily impacted by visitor volume and trends. On January 8, 2023, Macau lifted the majority of its COVID-19 pandemic travel and quarantine restrictions with the exception of overseas visitors travelling from outside of mainland China, Hong Kong and Taiwan being required to present a negative nucleic acid test or rapid antigen test result, and, on February 6, 2023, all remaining COVID-19 travel restrictions were removed. During the year ended December 31, ~~2024~~2025, Macau visitor arrivals increased 2415% compared to ~~2023~~2024 according to statistics published by the Statistics and Census Service of the Macau Government~~, as 2024 was positively affected by the continued recovery after the removal of COVID-19 related travel and entry restrictions~~.

Key Performance Indicators

Key performance indicators related to gaming and hotel revenue are:

•Gaming revenue indicators: table games drop, which is the total amount of cash and net markers issued and deposited into the drop box, and slot handle, which is the gross amount wagered in slot machines, (volume indicators); “win” or “hold” percentage, which is not fully controllable by us. “Win” or “hold” percentages represent the net amount of gaming wins and losses in relation to table games drop or slot handle; and

3735

indicators); “win” or “hold” percentage, which is not fully controllable by us. “Win” or “hold” percentages represent the net amount of gaming wins and losses in relation to table games drop or slot handle; and

•Hotel revenue indicators (for Las Vegas Strip Resorts) – hotel occupancy (a volume indicator); average daily rate (“ADR,” a price indicator); and revenue per available room (“RevPAR,” a summary measure of hotel results, combining ADR and occupancy rate). Our calculation of ADR, which is the average price of occupied rooms per day, includes the impact of complimentary rooms. Complimentary room rates are determined based on standalone selling price. Because the mix of rooms provided on a complimentary basis, particularly to casino customers, includes a disproportionate suite component, the composite ADR including complimentary rooms is slightly higher than the ADR for cash rooms, reflecting the higher retail value of suites.

Results of Operations

Summary Operating Results

The following table summarizes our consolidated operating results:

Year Ended December 31,

2024

2023

2022

2025

2024

2023

(In thousands)

Net revenues

17,~~240~~537,~~545~~683

1617,~~164~~240,~~249~~545

1316,~~127~~164,~~485~~249

Operating income

1,~~490~~001,~~456~~780

1,~~891~~490,~~497~~456

1,~~439~~891,~~372~~497

Net income

1520,~~064,608~~872

1,~~314~~064,~~924~~608

~~206~~1,~~731~~314,924

Net income attributable to MGM Resorts International

~~746~~205,~~558~~862

1746,~~142,180~~558

1,~~473~~142,~~093~~180

Consolidated net revenues increased 72% in ~~2024~~2025 compared to ~~2023~~2024 due primarily to MGM China increasing 2811%, MGM Digital increasing 2819%, and ~~our~~ Regional Operations increasing 1%, partially offset by our Las Vegas Strip Resorts decreasing 4%, each as compared to ~~2023~~2024 and as discussed below.

Consolidated operating income decreased 2133% in ~~2024~~2025 compared to ~~2023~~2024. The decrease was due primarily to ~~the~~ $~~399~~279 million ~~gain~~of ingoodwill ~~the~~impairment ~~prior~~of ~~year~~which ~~period~~$256 million related to ~~the~~Empire ~~sale~~City, $93 million of ~~the~~write-offs ~~operations~~and ofimpairments ~~Gold~~related ~~Strike~~to ~~Tunica~~Empire City recorded inwithin property transactions, net, an increase in ~~payroll~~gaming ~~related~~taxes ~~expenses,~~incurred ~~gaming~~primarily ~~taxes~~at MGM China, and ~~promotional~~an increase in depreciation and amortization expense, partially offset by a $161 million increase in income from unconsolidated affiliates and the increase in net revenues, discussed above. Depreciation and amortization expense increased $186 million compared to the prior year period due primarily to recently completed capital projects.

3836

Net Revenues by Segment

The following table presents a detail by segment of net revenues:

Year Ended December 31,

2024

2023

2022

2025

2024

2023

(In thousands)

Las Vegas Strip Resorts

Casino

12,~~960~~013,~~146~~701

21,~~127~~960,~~612~~146

2,~~104~~127,~~096~~612

Rooms

32,~~159~~880,~~497~~685

3,~~027~~159,~~668~~497

23,~~729~~027,~~715~~668

Food and beverage

2,~~356~~260,~~718~~651

2,~~289~~356,~~812~~718

2,~~125~~289,~~738~~812

Entertainment, retail and other

1,~~339~~286,~~752~~466

1,~~354~~339,~~054~~752

1,~~438~~354,~~823~~054

8,816,113

8,799,146

8,398,372

8,441,503

8,816,113

8,799,146

Regional Operations

Casino

2,~~737~~772,~~778~~734

2,~~712~~737,~~205~~778

2,~~901~~712,~~072~~205

Rooms

~~304~~307,~~322~~959

~~296~~304,~~100~~322

~~284~~296,~~213~~100

Food and beverage

~~456~~461,~~129~~549

~~440~~456,~~002~~129

~~429~~440,~~188~~002

Entertainment, retail and other

~~222~~230,~~093~~091

222,~~002~~093

~~201~~222,~~412~~002

3,720,322

3,670,309

3,815,885

3,772,333

3,720,322

3,670,309

MGM China

Casino

3,~~496~~909,~~697~~643

23,~~787~~496,~~837~~697

~~567~~2,~~573~~787,837

Rooms

~~217~~188,~~798~~757

~~177~~217,~~158~~798

43177,~~216~~158

Food and beverage

~~265~~323,~~883~~764

~~161~~265,~~669~~883

49161,~~312~~669

Entertainment, retail and other

4239,~~006~~579

2642,~~945~~006

1326,~~492~~945

4,022,384

3,153,609

673,593

4,461,743

4,022,384

3,153,609

MGM Digital

Casino

~~552~~654,~~012~~190

~~432~~552,~~146~~012

~~133~~432,~~435~~146

Reportable segment net revenues

17,~~110~~329,~~831~~769

1617,~~055~~110,~~210~~831

1316,~~021~~055,~~285~~210

Corporate and other

~~129~~207,~~714~~914

~~109~~129,~~039~~714

~~106~~109,~~200~~039

17,~~240~~537,~~545~~683

1617,~~164~~240,~~249~~545

1316,~~127~~164,~~485~~249

Las Vegas Strip Resorts

Las Vegas Strip Resorts net revenues ~~for~~decreased ~~2024~~4% ~~were~~for ~~flat~~2025 compared to ~~2023~~2024 due primarily to ana ~~increase~~decrease in rooms revenue and food and beverage revenue ~~in the current year period~~, partially offset by aan ~~decrease~~increase in casino revenue, each discussed below.

Las Vegas Strip Resorts casino revenue ~~decreased~~increased 83% infor ~~2024~~2025 compared to ~~2023~~2024 due primarily to aan ~~decrease~~increase in ~~table~~tables games drop and win percentage and an increase in slot handle.

3937

The following table shows key gaming statistics for our Las Vegas Strip Resorts:

	Year Ended December 31,
	2024			2023			2022
	2025			2024			2023
	(Dollars in millions)
Table games drop	$	6,~~028~~127		$	6,~~215~~028		$	56,~~804~~215
Table games win	$	1,~~472~~541		$	1,~~636~~472		$	1,~~391~~636
Table games win %	2425.42		%	2624.34		%	2426.03		%
Slot handle	$	2324,~~840~~565		$	23,~~920~~840		$	2223,~~812~~920
Slot win	$	2,~~240~~306		$	2,~~224~~240		$	2,~~127~~224
Slot win %	9.4		%	9.34		%	9.3		%

Las Vegas Strip Resorts rooms revenue ~~increased~~decreased 49% in ~~2024~~2025 compared to ~~2023~~2024 due primarily to ana ~~increase~~decrease in RevPAR and the impact from the room remodel at MGM Grand Las Vegas.

The following table shows key hotel statistics for our Las Vegas Strip Resorts:

	Year Ended December 31,
	2024			2023			2022
	2025			2024			2023
Occupancy	9492		%	9394		%	8993		%
Average daily rate (ADR)	$	~~260~~249		$	~~256~~260		$	~~229~~256
Revenue per available room (RevPAR)	$	~~245~~229		$	~~237~~245		$	~~203~~237

Las Vegas Strip Resorts food and beverage revenue ~~increased~~decreased 34% in ~~2024~~2025 compared to ~~2023~~2024 due primarily to ana ~~increase~~decrease in ~~catering~~restaurant ~~and banquet revenue~~covers.

Regional Operations

Regional Operations net revenues increased 1% in ~~2024~~2025 compared to ~~2023~~2024 due primarily to ~~the~~an increase in casino revenues, ~~partially~~which ~~offset~~increased bydue ~~the~~primarily ~~disposition~~to ofan ~~Gold~~increase ~~Strike Tunica~~ in ~~February~~slot ~~2023~~handle.

Regional Operations casino revenue increased 1% in 2024 compared to 2023 due primarily to an increase in slot win percentage and the strike at MGM Grand Detroit in the prior year, partially offset by the disposition of Gold Strike Tunica in February 2023.

The following table shows key gaming statistics for our Regional Operations:

	Year Ended December 31,
	2024			2023			2022
	2025			2024			2023
	(Dollars in millions)
Table games drop	$	34,~~909~~001		$	3,~~886~~909		$	43,~~469~~886
Table games win	$	~~807~~818		$	~~814~~807		$	~~933~~814
Table games win %	20.64		%	2120.06		%	2021.90		%
Slot handle	$	2627,~~894~~161		$	26,~~850~~894		$	2826,~~226~~850
Slot win	$	2,~~659~~736		$	2,~~586~~659		$	2,~~692~~586
Slot win %	910.91		%	9.69		%	9.56		%

MGM China

MGM China net revenues increased 2811% in ~~2024~~2025 compared to ~~2023~~2024 due primarily to an increase in casino revenues, ~~discussed~~which ~~below~~increased due primarily to an increase in main floor table games drop.

4038

The following table shows key gaming statistics for MGM China:

	Year Ended December 31,
	2024			2023			2022
	2025			2024			2023
	(Dollars in millions)
Main floor table games drop	$	1415,~~681~~836		$	1214,~~115~~681		$	212,~~512~~115
Main floor table games win	$	34,~~666~~041		$	23,~~736~~666		$	~~572~~2,736
Main floor table games win %	25.05		%	2225.60		%	22.86		%

MGM China casino revenues increased 25% in 2024 compared to 2023 due to the current year being positively affected by a full year of recovery of operations after the removal of COVID-19 related travel and entry restrictions in the first quarter of 2023 as well as an increase in main floor table games win percentage.

MGM Digital

MGM Digital net revenues increased 2819% in ~~2024~~2025 compared to ~~2023~~2024 due primarily to ~~entry~~organic ~~into~~growth ~~new~~and ~~markets~~brand ~~in the current year~~expansion. MGM Digital net revenues increased 224% in 2023 compared to 2022 due primarily to a full year of operations of LeoVegas reflected for 2023 while 2022 included results of operations of LeoVegas from the date of acquisition of September 7, 2022 through December 31, 2022.

Corporate and other

Corporate and other revenue includes other corporate operations and management services.

Segment Adjusted EBITDAR and Consolidated Adjusted EBITDA

The following table presents Segment Adjusted EBITDAR and Consolidated Adjusted EBITDA. Segment Adjusted EBITDAR is our reportable segment generally accepted accounting principles (“GAAP”) measure, which we utilize as the primary profit measure for our reportable segments. See Note 17 to the accompanying consolidated financial statements and “Reportable Segment GAAP measure” below for additional information. Consolidated Adjusted EBITDA is a non-GAAP measure, discussed within “Non-GAAP measures” below.

Year Ended December 31,

2024

2023

2022

2025

2024

2023

(In thousands)

Las Vegas Strip Resorts

32,~~106~~857,~~543~~873

3,~~190~~106,~~486~~543

3,~~142~~190,~~308~~486

Regional Operations

1,~~143~~163,~~556~~227

1,~~133~~143,~~196~~556

1,~~294~~133,~~630~~196

MGM China

1,~~087~~203,~~126~~194

~~866~~1,~~889~~087,126

~~(203~~866,~~136)~~889

MGM Digital

(7790,~~227~~307)

(3277,~~424~~227)

~~414~~(32,424)

Corporate and other(1)

(2,~~849~~708,~~157~~364)

(2,~~822~~849,~~620~~157)

(2,~~625~~822,~~662~~620)

Consolidated Adjusted EBITDA

2,~~410~~425,~~841~~623

2,~~335~~410,~~527~~841

12,~~608~~335,~~554~~527

(1) Includes ~~rent expense related to~~ triple net ~~operating~~lease ~~and~~rent ~~ground~~expense ~~leases~~ of $2.3 billion, ~~$2.3~~in ~~billion,~~each ~~and~~of ~~$2.0~~2025, ~~billion in~~ 2024, ~~2023~~ and ~~2022, respectively~~2023. See Note 11 for discussion of our leases.

Las Vegas Strip Resorts

Las Vegas Strip Resorts Segment Adjusted EBITDAR decreased 38% compared to ~~2023~~2024. Las Vegas Strip Resorts Segment Adjusted EBITDAR margin decreased to 3533.29% in ~~2024~~2025 compared to 3635.32% in ~~2023~~2024 due primarily to anthe ~~increase~~decrease in ~~payroll-related~~revenues, ~~expenses~~discussed above.

Regional Operations

Regional Operations Segment Adjusted EBITDAR increased 12% compared to ~~2023~~2024. Regional Operations Segment Adjusted EBITDAR margin ~~decreased~~increased to 30.78% in ~~2024~~2025 compared to 30.97% in ~~2023~~2024 due primarily to an increase in ~~payroll~~casino revenues, discussed above.

related expenses, partially offset by the increase in casino revenues.

MGM China

MGM China’s Segment Adjusted EBITDAR increased 2511% in ~~2024~~2025 compared to ~~2023 due primarily to the increase in casino revenues~~2024. MGM China’s Segment Adjusted EBITDAR margin ~~decreased~~was to 27.0% in ~~2024~~2025, flat compared to ~~27.5%~~the inprior ~~2023~~year due primarily to ~~the~~an increase in ~~promotional~~casino ~~expense~~revenue, ~~and~~discussed ~~in lower margin non-gaming revenues~~above, partially offset by ~~the~~lower ~~increase~~margins in ~~casino~~non-gaming ~~revenues in 2024, discussed above~~outlets.

MGM Digital

MGM Digital’s Segment Adjusted EBITDAR loss was $7790 million in ~~2024~~2025 compared to a loss of $3277 million ~~2023~~in 2024. The change was due primarily to ~~the~~an increase in ~~marketing~~ costs, ~~due~~primarily topayroll ~~entry~~related, ~~into~~marketing, ~~new~~and ~~markets~~gaming taxes, which were partially offset bywith ~~the~~an increase in net revenues, indiscussed ~~2024~~above.

MGM Digital’s Segment Adjusted EBITDAR loss was $32 million in 2023 compared to Segment Adjusted EBITDAR of $0.4 million in 2022. The change is due primarily to a full year of operations of LeoVegas reflected for 2023 while 2022 included results of operations of LeoVegas from the date of acquisition of September 7, 2022 through December 31, 2022.

Operating Results – Details of Certain Charges

Property transactions, net consisted of the following:

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
	(In thousands)
Gain on sale of the operations of Gold Strike Tunica	$	—	$	~~(398,787)~~—	$	—(398,787)
Gain on sale of the operations of The Mirage	—		—		(1,066,784)
Other property transactions, net	126,036		81,316		28,274
Other property transactions, net	81,316		28,274		29,787
	$	126,036	$	81,316	$	(370,513)
	$	81,316	$	(370,513)	$	(1,036,997)

See Note 16 to the accompanying consolidated financial statements for discussion of property transactions, net.

Income (loss) from Unconsolidated Affiliates

The following table summarizes information related to our share of operating income (loss) from unconsolidated affiliates:

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
	(In thousands)
MGP BREIT Venture (through April 29, 2022)	$	—	$	—	$	51,051
BetMGM North America Venture	$	59,634	$	(110,079)	$	(90,894)
BetMGM North America Venture	(110,079)		(90,894)		(234,464)
Other	10,348		19,426		28,790
Other	19,426		28,790		23,200
	$	69,982	$	(90,653)	$	(62,104)
	$	(90,653)	$	(62,104)	$	(160,213)

In connection with the VICI Transaction in April 2022, we deconsolidated MGP, and accordingly derecognized the assets and liabilities of MGP, which included MGP OP’s investment in the venture that was 50.1% owned by a subsidiary of MGP OP at the time of the transaction (such venture, the “MGP BREIT Venture”).

Non-operating Results

Interest expense

The following table summarizes information related to interest expense, net:

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
	(In thousands)
Total interest incurred	$	~~445~~421,~~660~~143	$	~~463~~445,~~175~~660	$	~~595~~463,~~692~~175
Interest capitalized	(2,~~430~~101)		(2,~~882~~430)		(~~738~~2,882)
	$	~~443~~419,~~230~~042	$	~~460~~443,~~293~~230	$	~~594~~460,~~954~~293

Gross interest expense was $~~446~~421 million in ~~2024~~2025 compared to $~~463~~446 million in ~~2023~~2024. The decrease from ~~2023~~2024 is due primarily to a decrease in weighted average outstanding debt. See Note 9 to the accompanying consolidated financial statements for discussion on long-term debt and see “Liquidity and Capital Resources” for discussion on issuances and repayments of long-term debt.

Other, net

Other ~~income~~, net was expense of $71303 million in ~~2024~~2025 ~~compared~~and toincome of $4371 million in ~~2023~~2024. Other expense, net in ~~2024~~2025 was primarily comprised of foreign currency transaction ~~gain~~loss of $~~129~~288 million primarily related to USD denominated debt held by a foreign subsidiary, ~~interest~~a ~~and~~net ~~dividend~~loss ~~income~~related to derivatives of $8135 million, and a loss related to ~~foreign~~debt ~~currency~~and ~~contracts~~equity investments of $~~116~~23 million, partially offset by interest and dividend income of $49 million. Other income, net in ~~2023~~2024 was primarily comprised of ~~interest~~foreign ~~and~~currency ~~dividend~~transaction ~~income~~gain of $~~164~~129 million, interest and ~~foreign~~dividend ~~currency~~income ~~transaction loss~~ of $~~106~~81 million, ~~primarily~~and ~~related~~a tonet ~~USD~~loss ~~denominated~~related ~~debt~~to ~~held~~derivatives byof a$116 ~~foreign subsidiary~~million.

Income taxes

The following table summarizes information related to our income taxes:

	Year Ended December 31,
	2024			2023			2022
	2025			2024			2023
	(In thousands)
Income before income taxes	$	1280,~~117,065~~779		$	1,~~472~~117,~~763~~065		$	~~903~~1,~~799~~472,763
Provision for income taxes	(52,457)			(157,839)			(697,068)
Benefit (provision) for income taxes	240,093			(52,457)			(157,839)
Effective income tax rate	4(85.75)		%	104.7		%	7710.17		%
Federal, state and foreign income taxes paid, net of refunds	$	266,996		$	344,397		$	22,955
Income taxes paid (refunds received), net	$	(34,619)		$	266,996		$	344,397

Our effective tax rate for ~~2024~~2025 was favorably impacted primarily by ana ~~increase~~decrease in ~~Macau~~the ~~gaming~~valuation ~~profits~~allowance ~~which~~on ~~are~~foreign ~~exempt~~tax ~~from~~credit ~~complementary~~carryforwards ~~tax~~ and ~~a decrease in~~ the ~~valuation~~mix ~~allowance~~of ~~for Macau deferred tax assets~~U.S. ~~Our~~and ~~effective~~foreign ~~rate~~earnings, ~~for~~including ~~2023~~Macau ~~was~~gaming ~~favorably~~profits ~~impacted~~which ~~primarily~~are byexempt afrom ~~decrease~~complementary intax. ~~the~~These ~~valuation~~favorable ~~allowance~~impacts onwere ~~foreign~~partially ~~tax~~offset ~~credit~~by ~~carryforwards~~nontaxable ~~resulting~~and ~~from~~nondeductible aitems. ~~projected~~Our ~~increase~~effective inrate ~~foreign~~for ~~source~~2024 ~~income~~was ~~and~~ favorably impacted primarily by an increase in Macau ~~income~~gaming ~~offset~~profits bywhich ~~expiring~~are ~~net~~exempt ~~operating losses~~ from ~~prior~~complementary ~~years~~tax ~~subject~~and toa ~~valuation~~decrease ~~allowances.~~in ~~These~~the ~~changes~~valuation ~~were~~allowance ~~partially~~for ~~offset~~Macau bydeferred ~~an increase in incremental U.S.~~ tax ~~on foreign earnings~~assets.

~~Cash~~In ~~paid~~2025, ~~for~~the ~~income~~Company ~~taxes~~received ~~decreased~~net incash ~~2024~~refunds ~~compared~~for toincome ~~2023~~taxes ~~primarily~~compared ~~due~~ to ~~the~~net ~~payment~~cash ofpaid for income taxes in ~~2023~~2024, ~~related~~primarily toreflecting ~~the~~refunds ~~disposition~~associated ofwith ~~The~~the ~~Mirage~~completion ~~and~~of ~~Gold Strike Tunica, partially offset by~~ the ~~utilization~~IRS examination of our ~~remaining~~2015-2019 ~~overall~~federal ~~domestic~~income ~~loss~~tax ~~in 2023 prior to fully sheltering 50% of domestic taxable income~~returns.

Certain jurisdictions in which we operate have enacted legislation ~~commencing in 2024 as well as future years~~ influenced by the OECD Pillar Two framework, including a minimum tax rate of 15%. The enacted tax laws with respect to Pillar Two have not materially impacted our current year financial results and are not expected to materially impact future financial results. We are unable to predict when and how Pillar Two will be enacted into law or modified to align with OECD guidance in the jurisdictions in which we operate. It is possible that Pillar Two legislative changes could have a material impact on future financial results. We will continue to monitor worldwide regulatory developments as additional guidance is released.

43On July 4, 2025, the One Big Beautiful Bill (OBBB) Act was signed into law in the United States, which has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. Provisions effective in 2025 provide for immediate expensing of domestic research and development costs and restores 100% bonus depreciation. While these provisions favorably impacted current tax expense, the legislation did not have a material impact on our effective tax rate. We will continue to evaluate OBBB’s provisions that take effect in future years.

Reportable Segment GAAP measure

“Segment Adjusted EBITDAR” is our reportable segment GAAP measure, which we utilize as the primary profit measure for our reportable segments and underlying operating segments. Segment Adjusted EBITDAR is a measure defined as earnings before interest and other non-operating income (expense), income taxes, depreciation and amortization, preopening and start-up expenses, property transactions, net, triple net lease rent expense, income (loss) from unconsolidated affiliates, goodwill impairment, and also excludes ~~gain on REIT transactions, net as well as~~ corporate expense and stock compensation expense, which are not allocated to each operating segment~~, and rent expense related to the master lease with MGP that eliminated in consolidation~~. Triple net lease rent expense is the expense for rent to landlords under triple net operating leases for its domestic properties, the ground subleases of Beau Rivage and MGM National Harbor, and the land concessions at MGM China. “Segment Adjusted EBITDAR margin” is Segment Adjusted EBITDAR divided by related segment net revenues.

~~Non-GAAP Measures~~41

~~“Consolidated Adjusted EBITDA” is earnings before interest and other non~~Non-~~operating~~GAAP ~~income (expense), income taxes, depreciation and amortization, preopening and start-up expenses, property transactions, net, and gain on REIT transactions, net.~~ measures

“Consolidated Adjusted EBITDA” ~~information~~ is aearnings ~~non-GAAP~~before ~~measure~~interest ~~that~~and isother ~~presented solely as a supplemental disclosure to reported GAAP measures because it is among the measures used by management to evaluate our~~ non-operating ~~performance,~~income ~~and because we believe this measure is widely used by analysts~~(expense), ~~lenders,~~income ~~financial institutions~~taxes, ~~and~~depreciation ~~investors as a measure of operating performance in the gaming industry~~ and as a principal basis for the valuation of gaming companies. We believe that while items excluded from Consolidated Adjusted EBITDA may be recurring in nature and should not be disregarded in evaluation of our earnings performanceamortization, it is useful to exclude such items when analyzing current results and trends compared to other periods because these items can vary significantly depending on specific underlying transactions or events that may not be comparable between the periods being presented. Also, we believe excluded items may not relate specifically to current operating trends or be indicative of future results. For example, preopening and start-up expenses ~~will be significantly different in periods when we are developing and constructing a major expansion project and will depend on where the current period lies within the development cycle~~, asproperty ~~well as the size and scope of the project(s). Property~~ transactions, net ~~includes normal recurring disposals~~, ~~gains~~ and ~~losses~~goodwill ~~on sales of assets related to specific assets within our properties, but also includes gains or losses on sales of an entire operating resort or a group of resorts and~~ impairment ~~charges on entire asset groups or investments in unconsolidated affiliates, which may not be comparable period over period~~. However, Consolidated Adjusted EBITDA has limitations as an analytical tool, and should not be construed as an alternative or substitute to any measure determined in accordance with generally accepted accounting principles. For example, we have significant uses of cash flows, including capital expenditures, interest payments, income taxes, and debt principal repayments, which are not reflected in Consolidated Adjusted EBITDA. Accordingly, while we believe that Consolidated Adjusted EBITDA is a relevant measure of performance, Consolidated Adjusted EBITDA should not be construed as an alternative to or substitute for operating income or net income as an indicator of our performance, or as an alternative or substitute for cash flows from operating activities as a measure of liquidity. In addition, other companies in the gaming and hospitality industries that report Consolidated Adjusted EBITDA may calculate Consolidated Adjusted EBITDA in a different manner and such differences may be material. A reconciliation of GAAP net income to Consolidated Adjusted EBITDA is included herein.

44Consolidated Adjusted EBITDA information is a non-GAAP measure that is presented solely as a supplemental disclosure to reported GAAP measures because it is among the measures used by management to evaluate our operating performance, and because we believe this measure is widely used by analysts, lenders, financial institutions, and investors as a measure of operating performance in the gaming industry and as a principal basis for the valuation of gaming companies. We believe that while items excluded from Consolidated Adjusted EBITDA may be recurring in nature and should not be disregarded in evaluation of our earnings performance, it is useful to exclude such items when analyzing current results and trends compared to other periods because these items can vary significantly depending on specific underlying transactions or events that may not be comparable between the periods being presented. Also, we believe excluded items may not relate specifically to current operating trends or be indicative of future results. For example, preopening and start-up expenses will be significantly different in periods when we are developing and constructing a major expansion project and will depend on where the current period lies within the development cycle, as well as the size and scope of the project(s). Property transactions, net includes normal recurring disposals, gains and losses on sales of assets related to specific assets within our properties, but also includes gains or losses on sales of an entire operating resort or a group of resorts and impairment charges on entire asset groups or investments in unconsolidated affiliates, which may not be comparable period over period. However, Consolidated Adjusted EBITDA has limitations as an analytical tool, and should not be construed as an alternative or substitute to any measure determined in accordance with generally accepted accounting principles. For example, we have significant uses of cash flows, including capital expenditures, interest payments, income taxes, and debt principal repayments, which are not reflected in Consolidated Adjusted EBITDA. Accordingly, while we believe that Consolidated Adjusted EBITDA is a relevant measure of performance, Consolidated Adjusted EBITDA should not be construed as an alternative to or substitute for operating income or net income as an indicator of our performance, or as an alternative to or substitute for cash flows from operating activities as a measure of liquidity. In addition, other companies in the gaming and hospitality industries that report Consolidated Adjusted EBITDA may calculate Consolidated Adjusted EBITDA in a different manner and such differences may be material. A reconciliation of GAAP net income to Consolidated Adjusted EBITDA is included herein.

The following table presents a reconciliation of net income attributable to MGM Resorts International to Consolidated Adjusted EBITDA:

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
	(In thousands)
Net income attributable to MGM Resorts International	$	~~746~~205,~~558~~862	$	1746,~~142,180~~558	$	1,~~473~~142,~~093~~180
Plus: Net income (loss) attributable to noncontrolling interests	318,050		172,744		(1,266,362)
Plus: Net income attributable to noncontrolling interests	315,010		318,050		172,744
Net income	1520,~~064,608~~872		1,~~314~~064,~~924~~608		~~206~~1,~~731~~314,924
Provision for income taxes	52,457		157,839		697,068
Provision (benefit) for income taxes	(240,093)		52,457		157,839
Income before income taxes	1280,~~117,065~~779		1,~~472~~117,~~763~~065		~~903~~1,~~799~~472,763
Non-operating (income) expense
Interest expense, net of amounts capitalized	~~443~~419,~~230~~042		~~460~~443,~~293~~230		~~594~~460,~~954~~293
Non-operating items from unconsolidated affiliates	~~734~~(1,135)		~~1,032~~734		231,~~457~~032
Other, net	~~(70~~303,~~573)~~094		(4270,~~591~~573)		(8242,~~838~~591)
	373,391		418,734		535,573
	721,001		373,391		418,734
Operating income	1,~~490~~001,~~456~~780		1,~~891~~490,~~497~~456		1,~~439~~891,~~372~~497
Preopening and start-up expenses	71,~~972~~086		~~415~~7,972		~~1,876~~415
Property transactions, net	81126,~~316~~036		~~(370~~81,~~513)~~316		(1370,~~036,997~~513)
Depreciation and amortization	831,097		814,128		3,482,050
Goodwill impairment	278,927		—		—
Gain on REIT transactions, net	—		—		(2,277,747)
Depreciation and amortization	1,017,794		831,097		814,128
Consolidated Adjusted EBITDA	$	2,~~410~~425,~~841~~623	$	2,~~335~~410,~~527~~841	$	12,~~608~~335,~~554~~527

Guarantor Financial Information

As of December 31, ~~2024~~2025, all of our registered principal debt arrangements are guaranteed by each of our wholly owned material domestic subsidiaries that guarantee our senior credit ~~facility~~facilities. Our registered principal debt arrangements are not guaranteed by MGM Grand Detroit, LLC, MGM National Harbor, LLC, Blue Tarp reDevelopment, LLC (d/b/a MGM Springfield), MGM Sports & Interactive Gaming, LLC (the entity that holds our 50% interest in BetMGM North America Venture), MGM CEE Holdco, LLC (the entity that holds our consolidated digital gaming subsidiaries, including LeoVegas), and each of their respective subsidiaries. Our foreign subsidiaries, including MGM China and its subsidiaries, are also not guarantors of our registered principal debt arrangements. In the event that any subsidiary is no longer a guarantor of our senior credit ~~facility~~facilities or any of our future capital markets indebtedness, that subsidiary will be released and relieved of its obligations to guarantee our existing ~~senior~~registered ~~notes~~principal debt arrangements. The indentures governing the ~~senior~~registered ~~notes~~principal debt arrangements further provide that in the event of a sale of all or substantially all of the assets of, or capital stock in a subsidiary guarantor then such subsidiary guarantor will be released and relieved of any obligations under its subsidiary guarantee.

The guarantees provided by the subsidiary guarantors rank senior in right of payment to any future subordinated debt of ours or such subsidiary guarantors, junior to any secured indebtedness to the extent of the value of the assets securing such debt, and effectively subordinated to any indebtedness and other obligations of our subsidiaries that do not guarantee the senior notes. In addition, the obligations of each subsidiary guarantor under its guarantee are limited so as not to constitute a fraudulent conveyance under applicable law, which may eliminate the subsidiary guarantor’s obligations or reduce such obligations to an amount that effectively makes the subsidiary guarantee lack value.

The summarized financial information of us and our guarantor subsidiaries, on a combined basis, is presented below.

	December 31, 2024
	December 31, 2025
Balance Sheet	(In thousands)
Current assets	$	3,~~045~~086,~~925~~445
Intercompany debt due from non-guarantor subsidiaries	23,~~733~~000,~~770~~104
Other long-term assets	2827,~~683~~668,~~234~~633
Other current liabilities	2,~~247~~201,~~371~~703
Intercompany debt due to non-guarantor subsidiaries	2,~~199~~198,~~408~~874
Other long-term liabilities	28,~~651~~641,~~188~~498

	Year Ended December 31, 2024
	Year Ended December 31, 2025
Income Statement	(In thousands)
Net revenues	$	10,~~825~~580,~~067~~153
Operating income	~~733~~78,~~665~~539
Intercompany interest income	~~277~~288,~~516~~114
Intercompany interest expense	(~~246~~245,~~001~~273)
Income before income taxes	~~501~~52,~~374~~466
Net income	~~427~~289,~~878~~238
Net income attributable to MGM Resorts International	~~396~~246,~~364~~397

Liquidity and Capital Resources

Cash Flows – Summary

Our cash flows consisted of the following:

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
	(In thousands)
Net cash provided by operating activities	$	2,~~362~~529,~~495~~378	$	2,~~690~~362,~~777~~495	$	12,~~756~~690,~~462~~777
Net cash provided by (used in) investing activities	(1,283,163)		(714,175)		2,118,181
Net cash used in investing activities	(1,140,789)		(1,283,163)		(714,175)
Net cash used in financing activities	(1,~~564~~731,~~281~~094)		(51,~~004~~564,~~631~~281)		(35,~~024~~004,~~302~~631)

Cash Flows

Operating activities. Trends in our operating cash flows tend to follow trends in operating income, excluding non-cash charges, but can be affected by changes in working capital, the timing of significant interest payments, and income tax payments or refunds. Cash provided by operating activities was $2.45 billion in ~~2024~~2025 compared to $2.74 billion in ~~2023~~2024. The ~~decrease~~increase from the prior year was due primarily to ~~changes~~the change in ~~working~~cash ~~capital~~paid ~~primarily~~(refunded) ~~related~~for toincome ~~payroll liabilities~~taxes, ~~gaming~~an ~~taxes~~increase in Segment Adjusted EBITDAR at MGM China, and ~~payables~~changes in net working capital, partially offset by ~~the~~a ~~increase~~decrease in Segment Adjusted EBITDAR at ~~MGM~~our ~~China~~Las Vegas Strip Resorts discussed within the Results of Operations section above ~~and a decrease in cash paid for interest and income taxes~~.

Investing activities. Our investing cash flows can fluctuate significantly from year to year depending on our decisions with respect to strategic capital investments ~~in new or existing properties~~, business acquisitions or dispositions, and the timing of maintenance capital expenditures to maintain the quality of our properties. Capital expenditures related to regular investments in our existing properties can also vary depending on timing of larger remodel projects related to our public spaces and hotel rooms.

Cash used in investing activities was $1.31 billion in ~~2024~~2025 compared to $~~714~~1.3 ~~million~~billion in ~~2023~~2024. In ~~2024~~2025, we made payments of $1.21 billion in capital expenditures, as further discussed below, contributed $~~182~~238 million to unconsolidated affiliates, ~~paid~~and received $~~114~~207 million ~~related~~in todistributions ~~acquisitions,~~from ~~net~~unconsolidated ~~of cash acquired~~affiliates, ~~and~~which ~~received~~included $~~223~~135 million ~~related~~from toBetMGM ~~net~~North ~~short-term~~America ~~investments in debt securities~~Venture. In comparison, in ~~2023~~2024, we made payments of $~~932~~1.2 ~~million~~billion in capital expenditures, as further discussed below, contributed $~~161~~182 million to unconsolidated affiliates, paid $~~122~~114 million related to ~~acquire~~acquisitions, ~~Push~~net ~~Gaming~~of cash acquired, and received $223 million related to net short-term investments in debt securities.

net of cash acquired, and made $125 million in net short-term investments in debt securities, which were partially offset by proceeds of $447 million related to the sale of the operations of Gold Strike Tunica and proceeds of $153 million related to the principal portion of the Circus Circus Las Vegas note receivable that was repaid.

Capital Expenditures

In ~~2024~~2025, we made capital expenditures of $1.21 billion, of which $~~149~~195 million related to MGM China and is inclusive of capital expenditures relating to the gaming concession investment. Capital expenditures primarily related to ~~information~~room ~~technology~~remodels, casino floor remodels and ~~room~~equipment, and ~~venue~~information ~~remodels~~technology.

In ~~2023~~2024, we made capital expenditures of $~~932~~1.2 ~~million~~billion, of which $45149 million related to MGM China and is inclusive of capital expenditures related to the gaming concession investment. Capital expenditures primarily related to ~~land,~~ information technology, ~~room~~ and ~~restaurant~~room ~~remodels, convention center remodels,~~ and ~~gaming~~venue ~~equipment~~remodels.

Financing activities. Cash used in financing activities was $1.67 billion in ~~2024~~2025 compared to $51.06 billion in ~~2023~~2024. In ~~2024~~2025, we had net ~~borrowings~~repayments of debt of $29140 million, as further discussed below, paid $1.42 billion for repurchases of our common stock, and distributed $~~189~~169 million to noncontrolling interest owners. In comparison, in the prior year period, we had net ~~repayments~~borrowings of debt of $~~2.4~~29 ~~billion~~million, as further discussed below, paid $21.34 billion for repurchases of our common stock, and distributed $~~177~~189 million to noncontrolling interest owners.

Borrowings and Repayments of Long-term Debt

In 2025, we had net repayments of debt of $140 million, which primarily consisted of:

•the repayment of MGM China’s $500 million of aggregate principal amount of 5.25% notes due 2025

upon maturity,

•the net borrowings of $7 million on MGM China’s revolving credit facility, and

•the borrowings of $354 million on the senior secured yen credit facility.

In 2024, we had net borrowings of debt of $29 million, which primarily consisted of:

•the issuance of our $750 million 6.5% notes due 2032, of which the proceeds were used to repay our $750 million of aggregate principal amount of our 6.75% notes due 2025;

•the issuance of our $850 million 6.125% notes due 2029, of which the proceeds were used to repay our $675 million 5.75% notes due 2025 at a redemption price of 100.607%, with the remainder primarily used for general corporate purposes;

•the issuance of MGM China’s $500 million 7.125% notes due 2031, of which the proceeds were used to partially repay draws on its first revolving credit facility, which had funded the repayment of MGM China’s $750 million 5.375% notes due 2024; and

•the net borrowings of $104 million on MGM China’s first revolving credit facility.

In 2023, we had net repayments of debt of $2.4 billion, which consisted of the repayment of $1.25 billion of aggregate principal amount of our 6% senior notes due 2023 upon maturity, aggregate net repayments of $1.1 billion on MGM China’s revolving credit facilities, and the early repayment of LeoVegas’s senior notes due 2023 of $36 million. The net repayments of debt were funded with cash on hand.

Share Repurchases and Distributions to Noncontrolling Interest Owners

In ~~2024~~2025, we paid $1.42 billion relating to repurchases of our common stock pursuant to our stock repurchase plans. See Note 13 for further information on the stock repurchases. In connection with those repurchases, the ~~February~~November 2023 $2.0 billion stock repurchase plan was completed. The remaining availability under the ~~November~~April ~~2023~~2025 $2.0 billion stock repurchase plan was $~~826~~1.6 ~~million~~billion as of December 31, ~~2024~~2025.

In ~~2023~~2024, we paid $21.34 billion relating to repurchases of our common stock pursuant to our stock repurchase plans. In connection with those repurchases, the ~~March~~February ~~2022~~2023 $2.0 billion stock repurchase plan was completed.

In May 2025, upon shareholder approval, MGM China declared a final dividend for 2024 of $122 million, which was paid in June 2025, of which we received approximately $68 million and noncontrolling interests received approximately $54 million.

In August 2025, MGM China’s Board of Directors declared an interim dividend of $153 million, which was paid in September 2025, of which we received approximately $85 million and noncontrolling interests received approximately $68 million.

In March 2024, MGM China’s Board of Directors declared a special dividend for 2023 of $51 million, which was paid in April 2024, of which we received approximately $29 million and noncontrolling interests received approximately $22 million. A final dividend for 2023 of $118 million was declared in March 2024, approved by the shareholders in May 2024, and paid in June 2024, of which we received approximately $66 million and noncontrolling interests received approximately $52 million. In August 2024, MGM China’s Board of Directors declared a special dividend of $173 million, which was paid in October 2024, of which we received approximately $97 million and noncontrolling interests received approximately $76 million.

Other Factors Affecting Liquidity and Anticipated Uses of Cash

We require a certain amount of cash on hand to operate our businesses. In addition to required cash on hand for operations, we utilize corporate cash management procedures to minimize the amount of cash held on hand or in banks. Funds are swept from the accounts at most of our domestic properties daily into central bank accounts, and excess funds are invested overnight or are used to repay amounts drawn under our revolving credit ~~facilities~~facility. In addition, from time to time we may use excess funds to repurchase our outstanding debt and equity securities subject to limitations in our revolving credit facility and Delaware law, as applicable. We have significant outstanding debt, interest payments, rent payments, and contractual obligations in addition to planned capital expenditures and commitments.

As of December 31, ~~2024~~2025, we had cash and cash equivalents of $2.41 billion, of which MGM China held $~~684~~565 million, and we had $6.43 billion in principal amount of indebtedness, including $32.05 billion related to MGM China. NoAs of December 31, 2025, no amounts were drawn on our revolving credit facility ~~or MGM China’s second revolving credit facility~~, and ~~as of December 31, 2024,~~ there was $~~478~~488 million outstanding under MGM China’s ~~first~~ revolving credit facility. In February 2024, we amended our senior secured credit facility to increase the facility to $2.3 billion and extend the maturity date to February 2029. In May 2024, MGM China further exercised the option to increase the amount of the second revolving facility to its full capacity, as discussed in Note 9.

~~Our~~In ~~expected~~October ~~cash interest payments~~2025, ~~based~~BetMGM onNorth ~~principal~~America ~~amounts~~Venture ofannounced ~~debt~~its ~~outstanding,~~expectations ~~contractual~~to ~~maturity~~distribute ~~dates,~~cash ~~and~~to ~~interest~~its ~~rates,~~shareholders ~~each~~based asupon ofits ~~December 31,~~excess ~~2024,~~cash ~~for~~balances ~~2025, 2026,~~ and ~~2027~~minimum ~~are~~unrestricted ~~approximately~~cash ~~$200~~thresholds ~~million,~~going ~~$200 million~~forward, ~~and~~of ~~$165~~which ~~million,~~we ~~respectively,~~would ~~excluding~~expect ~~MGM~~to ~~China,~~receive ~~and~~our ~~approximately~~50% ~~$375 million, $310 million, and $215 million, respectively, on a consolidated basis, which includes MGM China~~share.

We are also required as of December 31, 2024 to make annual contractual cash rent payments of $1.8 billion over the next twelve months under triple net lease agreements, which triple net leases are also subject to annual escalators and also require us to pay substantially all costs associated with the lease, including real estate taxes, ground lease payments, insurance, utilities and routine maintenance (with each lease obligating us to spend a specified percentage of net revenues at the properties on capital expenditures), in addition to the annual cash rent. See Note 11 for discussion of our leases and lease obligations.45

WeOur ~~have~~expected ~~planned~~cash ~~capital~~interest ~~expenditures~~payments, inbased ~~2025 of approximately $1.1 billion to $1.2 billion~~ on aprincipal ~~consolidated~~amounts ~~basis,~~ of ~~which~~debt ~~approximately~~outstanding, ~~$225~~contractual ~~million~~maturity todates, ~~$275~~and ~~million~~interest ~~relates~~rates, toeach ~~MGM~~as ~~China and is inclusive~~ of ~~the~~December 31, ~~estimated~~2025, ~~amount~~for of2026, ~~the~~2027, ~~gaming~~and ~~concession~~2028 ~~investment~~are ~~that~~approximately ~~relates~~$210 tomillion, ~~capital~~$170 ~~projects.~~million, ~~Refer~~and to$155 ~~Note~~million, 12respectively, ~~for~~excluding ~~discussion of~~ MGM ~~Grand~~China, ~~Paradise’s~~and ~~commitment~~approximately to$350 ~~investment~~million, in$275 ~~gaming~~million, and ~~non-gaming~~$240 ~~projects~~million, ~~and~~respectively, ~~the~~on ~~development~~a ofconsolidated ~~international~~basis, ~~tourist~~which ~~markets~~includes asMGM ~~well as other contractual obligations pursuant to its gaming concession~~China.

We ~~continue~~are toalso ~~explore~~required ~~potential~~as ~~development~~of ~~or investment opportunities~~December 31, ~~such~~2025 asto ~~expanding~~make ~~our~~annual ~~global~~contractual ~~online gaming presence and pursuing a commercial gaming facility in New York, which may require~~ cash ~~commitments~~rent inpayments ~~the~~of ~~future~~$1.8 Ifbillion to our ~~pursuit~~landlords ofover athe ~~commercial~~next ~~gaming~~twelve ~~facility~~months inunder ~~New~~triple ~~York~~net islease ~~successful~~agreements, wewhich ~~expect~~triple ~~the~~net ~~project~~leases ~~cost~~are toalso besubject ~~approximately~~to $2annual ~~billion,~~escalators ~~inclusive~~and ofalso arequire ~~$500~~us ~~million~~to ~~license~~pay ~~fee,~~substantially ~~with~~all ~~the amount and timing of~~ costs ~~dependent~~associated ~~upon~~with the ~~progress~~lease, ~~and~~including ~~scope~~real ofestate ~~the~~taxes, ~~project~~ground ~~and~~lease ~~selection~~payments, ~~process. Additionally~~insurance, weutilities ~~have~~and ~~cash~~routine ~~commitments~~maintenance to(with ~~fund~~each ~~Osaka~~lease IRobligating KKus ~~relating~~ to ~~the~~spend ~~development~~a ofspecified anpercentage ~~integrated resort in Osaka, Japan for our proportionate share~~ of ~~the~~net ~~unfinanced~~revenues ~~portion~~at ~~of Osaka IR KK’s development project, of which~~ the ~~estimated~~properties ~~remaining~~on ~~amount~~capital ~~of approximately 271 billion yen (approximately $1.7 billion as of December 31~~expenditures), ~~2024)~~in isaddition ~~anticipated~~ to ~~be funded over~~ the ~~next~~annual ~~five~~cash ~~years~~rent. WeSee ~~expect~~Note ~~our~~11 ~~funding~~for ~~amount~~discussion ~~will~~of ~~increase~~our ~~due~~leases ~~to inflation~~ and ~~other~~lease ~~factors,~~obligations ~~which increase is subject to ongoing negotiations with contractors~~ and ~~other stakeholders. Refer to~~ Note 124 ~~to the accompanying consolidated financial statements~~ for ~~further~~ discussion ~~regarding~~of ~~our~~the ~~commitments~~pending ~~and~~MGM ~~guarantees~~Northfield Park transaction.

We ~~also~~have ~~expect~~planned tocapital ~~continue~~expenditures toin ~~repurchase~~2026 ~~shares~~of ~~pursuant~~approximately to$950 ~~our~~million ~~share~~to ~~repurchase plans~~$1.05 ~~Subsequent~~billion toon ~~December~~a ~~31,~~consolidated ~~2024~~basis, weof ~~repurchased~~which approximately 9 $190 million ~~shares~~to of$240 ~~our~~million ~~common~~relates ~~stock~~to ~~for~~MGM anChina ~~aggregate~~and is inclusive of the estimated amount of ~~$307 million,~~the ~~excluding~~gaming ~~excise~~concession ~~tax.~~investment ~~Repurchased~~that ~~shares~~relates ~~were~~to ~~retired~~capital projects. Refer to Note 12 for discussion of MGM Grand Paradise’s commitment to investment in gaming and non-gaming projects and the development of international tourist markets as well as other contractual obligations pursuant to its gaming concession.

We continue to explore potential development or investment opportunities, such as expanding our global online gaming presence, which may require cash commitments in the future. Additionally, we have cash commitments to fund MGM Osaka relating to the development of an integrated resort in Osaka, Japan of JPY428 billion, which represents our approximate 43.5% equity share (our estimated ownership percentage of MGM Osaka subsequent to subscribed minority equity interest funding). We expect to fund the estimated remaining amount of approximately JPY356.9 billion (approximately $2.3 billion as of December 31, 2025) on a quarterly basis through 2028, of which a portion we expect to fund in 2026 with the proceeds from the senior secured yen credit facility. Project costs may increase due primarily to inflation, which increases may be offset by cost mitigation efforts and funded by additional financing. Refer to Note 12 to the accompanying consolidated financial statements for further discussion regarding our commitments and guarantees.

We also expect to continue to repurchase shares pursuant to our share repurchase plans. Subsequent to December 31, 2025, we repurchased approximately 2 million shares of our common stock for an aggregate amount of $89 million, excluding excise tax. Repurchased shares were retired.

For additional information related to our long-term obligations, refer to the maturities of long-term debt table in Note 9, the lease liability maturity table in Note 11, and the discussion regarding commitments and contingencies in Note 12.

Principal Debt Arrangements

See Note 9 to the accompanying consolidated financial statements for information regarding our debt agreements.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of our results of operations and liquidity and capital resources are based on our consolidated financial statements. To prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, we must make estimates and assumptions that affect the amounts reported in the consolidated financial statements. We regularly evaluate these estimates and assumptions, particularly in areas we consider to be critical accounting estimates, where the estimates and assumptions involve both a significant level of estimation uncertainty due to the levels of subjectivity and judgment necessary to account for the matters or the susceptibility of such matters to change is high and also have had or are reasonably likely to have a material effect on our financial condition or results of operations. However, by their nature, judgments are subject to an inherent degree of uncertainty and therefore actual results can differ from our estimates.

Loss Reserve for Casino Receivables

Marker play represents a significant portion of the table games volume. We maintain strict controls over the issuance of markers by assessing patrons’ credit worthiness prior to issuing credit and we aggressively pursue collection from our customers who fail to pay their marker balances timely. These collection efforts include the mailing of statements and delinquency notices, personal contacts, the use of outside collection agencies, and civil litigation. Markers are generally legally enforceable instruments in the United States and Macau. Markers are not legally enforceable instruments in some foreign countries, but the United States assets of foreign customers may be reached to satisfy judgments entered in the United States. We consider the likelihood and difficulty of enforceability, among other factors, when we issue credit to customers at our domestic properties who are not residents of the United States.

the United States. We consider the likelihood and difficulty of enforceability, among other factors, when we issue credit to customers at our domestic properties who are not residents of the United States.

We regularly evaluate our reserve for credit losses for casino receivables, which involves judgments and assumptions about realizability including the age of the account, the customer’s current and expected future financial condition, collection history, current and expected future economic conditions in various geographies, and business conditions.

The following table shows key statistics related to our casino receivables:

	December 31,
	2024			2023
	2025			2024
	(In thousands)
Casino receivables	$	~~603~~718,~~307~~117		$	~~567~~603,~~766~~307
Loss reserve for casino accounts receivable	~~121~~129,~~282~~289			~~112~~121,~~905~~282
Loss reserve as a percentage of casino accounts receivable	2018		%	20		%

Because individual customer account balances can be significant, the loss reserve and credit losses can change significantly between periods, as information about a certain customer becomes known or as changes in economic conditions occur. At December 31, ~~2024~~2025, a 100 basis- point change in the loss reserve as a percentage of casino receivables would change income before income taxes by $67 million.

Fixed Asset Capitalization

Property and equipment are stated at cost. A significant amount of our property and equipment was acquired through business combinations and was therefore recognized at fair value at the acquisition date. Maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its life are ~~charged~~expensed ~~to expense~~ as incurred. When we construct assets, we capitalize direct costs of the project, including fees paid to architects and contractors, property taxes, and certain costs of our design and construction subsidiaries.

We must make estimates and assumptions when accounting for capital expenditures. Whether an expenditure is considered a maintenance expense, or a capital asset is a matter of judgment. When constructing or purchasing assets, we must determine whether existing assets are being replaced or otherwise impaired, which also may be a matter of judgment. In addition, our depreciation expense is highly dependent on the assumptions we make about our assets’ estimated useful lives. We determine the estimated useful lives based on our experience with similar assets, engineering studies, and our estimate of the usage of the asset. Whenever events or circumstances occur which change the estimated useful life of an asset, we account for the change prospectively.

Impairment of Long-lived Assets, Goodwill, and Indefinite-lived Intangible Assets

We evaluate our property and equipment and other long-lived assets for impairment based on our classification as held for sale or to be held and used. Several criteria must be met before an asset is classified as held for sale, including that management with the appropriate authority commits to a plan to sell the asset at a reasonable price in relation to its fair value and is actively seeking a buyer. For assets classified as held for sale, we recognize the asset at the lower of carrying value or fair market value less costs of disposal, as estimated based on comparable asset sales, offers received, or a discounted cash flow model. For assets to be held and used, we review for impairment whenever indicators of impairment exist. We then compare the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then an impairment is recorded based on the fair value of the asset. For operating assets, fair value is typically measured using a discounted cash flow model whereby future cash flows are discounted using a weighted average cost of capital, developed using a standard capital asset pricing model, based on guideline companies in our industry. If an asset is still under development, future cash flows include remaining construction costs. All recognized impairment losses, whether for assets to be held for sale or assets to be held and used, are recorded as operating expenses.

There are several estimates, assumptions and decisions in measuring impairments of long-lived assets. First, management must determine the usage of the asset. To the extent management decides that an asset will be sold, it is more likely that an impairment may be recognized. Assets must be tested at the lowest level for which identifiable cash flows exist. This means that some assets must be grouped, and management has some discretion in the grouping of assets. Future cash flow estimates are, by their nature, subjective and actual results may differ materially from our estimates.

On a quarterly basis, we review our major long-lived assets to determine if events have occurred or circumstances exist that indicate a potential impairment. Potential factors which could trigger an impairment include underperformance compared to historical or projected operating results, negative industry or economic factors, significant changes to our operating environment, or changes in intended use of the asset group. We estimate future cash flows using our internal budgets and probability weight cash flows in certain circumstances to consider alternative outcomes associated with recoverability of the asset group, including potential sale. Historically, undiscounted cash flows of our significant operating asset groups have exceeded their carrying values by a substantial margin.

We review goodwill and indefinite-lived intangible assets at least annually and between annual test dates in certain circumstances. We perform our annual impairment ~~test~~tests ~~for indefinite-lived intangible assets~~ in the fourth quarter of each fiscal year. ~~Indefinite-lived intangible assets consist primarily of license rights and trademarks.~~ For our ~~2024~~2025 annual impairment tests, we either utilized the option to perform a qualitative (“step zero”) analysis and concluded it was more likely than not that fair value exceeded carrying value or we elected to perform a quantitative analysis and fair value exceeded carrying value by a substantial margin. Management makes significant judgments and estimates as part of these analyses. There are several estimates inherent in evaluating these assets for impairment. In particular, future cash flow estimates are, by their nature, subjective and actual results may differ materially from our estimates. If future operating results do not meet current expectations it could cause carrying values to exceed their fair values in future periods, potentially resulting in an impairment charge. In addition, the determination of multiples, capitalization rates, and the discount rates used in the impairment tests are highly judgmental and dependent in large part on expectations of future market conditions or events outside of our control.

The value of our Empire City reporting unit ishas been dependent upon us obtaining a commercial gaming license and the timing thereof, as well as other assumptions ~~that~~related ~~may~~to ~~change~~constructing ~~throughout the bidding process as additional information becomes known, which includes the size, scope,~~ and ~~timing~~operating ofa ~~constructing an expanded~~ commercial gaming facility,. In the ~~potential~~third ~~for~~quarter ~~and timing~~ of a2025, ~~transaction for~~ the ~~monetization~~competitive ~~of the improvements~~ and ~~the~~economic ~~proceeds~~assumptions ~~and~~underpinning ~~any~~our ~~rent~~return ~~associated~~expectations ~~with~~on ~~such~~our ~~transaction,~~investment ~~and~~in ~~the~~a ~~incremental~~commercial ~~cash~~gaming ~~flows~~facility ~~generated~~changed, bywhich ~~the~~led ~~expanded~~us ~~facility,~~to ~~such~~determine aswe ~~license~~would ~~payments~~withdraw ~~and~~our ~~other~~application ~~payments~~for toa ~~government~~commercial ~~entities,~~ gaming ~~tax~~license ~~rates,~~for ~~and~~Empire ~~forecasted~~City. ~~revenue~~Accordingly, ~~and~~we ~~expenses~~performed ~~from~~an ~~operations.~~interim ~~While the quantitative~~ impairment ~~analysis~~test ~~performed~~of inthe ~~2024~~goodwill ~~resulted~~related into the ~~fair value of~~ Empire City ~~exceeding~~reporting ~~its~~unit ~~carrying~~using ~~value by~~ a ~~substantial~~discounted ~~margin~~cash ~~based~~flow ~~upon~~model ~~the~~to ~~assumptions~~estimate asfair ofvalue. ~~the~~As ~~date~~a result of the ~~analysis,~~decrease ~~any~~in offorecasted ~~these~~cash ~~assumptions~~flows, ~~could~~the ~~change~~carrying ~~materially~~value ~~as a result~~ of ~~new~~Empire orCity ~~additional~~exceeded ~~information~~its ~~and,~~fair ifvalue. ~~they~~As dosuch, ~~could~~we ~~result~~recorded in an impairment of ~~up to~~ the full amount of the Empire City reporting unit’s goodwill of $256 million.

Additionally, in the fourth quarter of 2025, we performed a quantitative analysis for two reporting units within the MGM Digital segment. One reporting unit had fair value that exceeded carrying value by 7% and for which the goodwill allocated is $341 million and another reporting unit, Push Gaming, had a $23 million goodwill impairment charge and for which the remaining goodwill allocated is $113 million.

Management makes significant judgments and estimates as part of these analyses. In particular, future cash flow estimates are, by their nature, subjective and actual results may differ materially from our estimates. If future operating results do not meet current expectations due to significant negative trends, changes in our business strategy, disruptions to our business, slower growth rates, or lack of growth, it may cause carrying values to exceed their fair values in future periods, potentially resulting in an impairment charge. In addition, the determination of multiples, capitalization rates, and the discount rates used in the impairment tests are highly judgmental and dependent in large part on expectations of future market conditions or events outside of our control.

See Note 2 and Note 7 to the accompanying consolidated financial statements for further discussion of goodwill and other intangible assets.

Income Taxes

We are subject to income taxes in the U.S. federal jurisdiction, various state and local jurisdictions, and foreign jurisdictions. The determination of our provision for income taxes requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws.

We recognize deferred tax assets and liabilities related to net operating losses, tax credit carryforwards and temporary differences with future tax consequences. We reduce the carrying amount of deferred tax assets by a valuation allowance if it is more likely than not such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on such "more-likely-than-not" realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the scheduled reversal of deferred tax liabilities, the duration of statutory carryforward periods, and tax planning strategies.

We reassess the realization of deferred tax assets each reporting period. In the event we were to determine that it is more likely than not that we will be unable to realize all or part of our deferred tax assets in the future, we would increase the valuation allowance and recognize a corresponding charge to earnings or other comprehensive income in the period in which we make such a determination. Likewise, if we later determine that we are more likely than not to realize the deferred tax assets, we would reverse the applicable portion of the previously recognized valuation allowance. In order for us to realize our deferred tax assets, we must be able to generate sufficient taxable income in the jurisdictions in which the deferred tax assets are located.

Furthermore, we are subject to routine corporate income tax audits in many of these jurisdictions. We believe that positions taken on our tax returns are fully supported, but tax authorities may challenge these positions, which may not be fully sustained on examination by the relevant tax authorities. Accordingly, our income tax provision includes amounts intended to satisfy assessments that may result from these challenges. Determining the income tax provision for these potential assessments and recording the related effects requires management judgments and estimates. The amounts ultimately paid on resolution of an audit could be materially different from the amounts previously included in our income tax provision and, therefore, could have a material impact on our income tax provision, net income and cash flows.

Refer to Note 10 in the accompanying consolidated financial statements for further discussion relating to income taxes.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

Our primary market exposures are to fluctuations in interest rates, foreign currency exchange rates, and equity market trading prices.

Interest rate risk. We are subject to interest rate risk associated with our variable rate long-term debt. We attempt to limit our exposure to interest rate risk by managing the mix of our long-term fixed rate borrowings and short-term borrowings under our bank credit facilities. A change in interest rates generally does not have an impact upon our future earnings and cash flow for fixed-rate debt instruments. As fixed-rate debt matures, however, and if additional debt is acquired to fund the debt repayment, future earnings and cash flow may be affected by changes in interest rates. This effect would be realized in the periods subsequent to the periods when the debt matures.

As of December 31, ~~2024~~2025, variable rate borrowings represented approximately 713% of our total borrowings. The following table provides additional information about our gross long-term debt subject to changes in interest rates:

	Debt maturing in																					Fair Value December 31, ~~2024~~2025
	2025			2026			2027			2028			2029			Thereafter			Total
	2026			2027			2028			2029			2030			Thereafter			Total
	(In millions except interest rates)
Fixed-rate	$	~~500~~1,150		$	1,~~150~~425		$	~~1,425~~750		$	~~750~~850		$	~~850~~—		$	1,250		$	5,~~925~~425		$	5,~~839~~492
Average interest rate	5.34		%	5.41		%	54.18		%	46.81		%	~~6.1~~N/A		%	6.8		%	5.67		%
Variable rate	$	—		$	~~478~~—		$	—		$	—		$	—835		$	—		$	~~478~~835		$	~~478~~835
Average interest rate	N/A			~~7.6~~N/A		%	N/A			N/A			~~N/A~~4.9		%	N/A			74.69		%

Foreign currency risk. Our worldwide operations are conducted in multiple foreign currencies, but we report our financial results in U.S. dollars. We manage the foreign currency risk through normal operating activities and, when deemed appropriate, through the use of derivative instruments or foreign currency denominated debt. We do not enter into derivative instruments for trading or speculative purposes.

51MGM China holds U.S. dollar denominated debt, which may cause foreign currency transaction losses. The Macau pataca is pegged to the Hong Kong dollar and the Hong Kong dollar is pegged to the U.S. dollar, however, the current peg rates may not remain at the same level and possible changes to the peg rates may result in severe fluctuations in the exchange rate thereof. While recent fluctuations in exchange rates have not been significant, potential changes in policy by governments or fluctuations in the economies of the United States, China, Macau or Hong Kong could cause variability in these exchange rates. As of December 31, 2025, a 1% adverse change in the exchange rate would result in a foreign currency transaction loss of $20 million.

~~deemed~~We ~~appropriate,~~have ~~through~~intercompany debt that is denominated in currencies other than the ~~use~~subsidiaries’ offunctional ~~derivative~~currency, ~~instruments.~~which Wemay cause foreign currency transaction losses that do not ~~enter~~eliminate ~~into~~in ~~derivative~~consolidation. ~~instruments~~As ~~for~~of ~~trading~~December 31, or2025, ~~speculative~~a ~~purposes.~~10% adverse change in the exchange rate would result in a foreign currency transaction loss of $220 million.

~~MGM~~We ~~China~~have ~~holds~~commitments ~~U.S.~~to ~~dollar~~fund ~~denominated~~MGM ~~debt~~Osaka, which ~~may~~are ~~cause~~denominated ~~foreign~~in ~~currency~~Japanese ~~transaction~~yen, ~~losses~~of JPY356.9 billion ~~The~~(approximately ~~Macau~~$2.3 ~~pataca~~billion) isas ~~pegged~~of toDecember ~~the~~31, ~~Hong~~2025. ~~Kong~~As ~~dollar~~of ~~and~~December ~~the Hong Kong dollar is pegged to the U.S. dollar~~31, ~~however~~2025, ~~the~~a ~~current~~10% ~~peg~~adverse ~~rates~~change ~~may~~in ~~not remain at~~ the ~~same~~exchange ~~level~~rate ~~and~~would ~~possible~~result ~~changes~~in toa ~~the~~$228 ~~peg~~million ~~rates~~increase ~~may result~~ in ~~severe fluctuations in~~ the ~~exchange~~funding ~~rate thereof~~commitment. ~~While~~To ~~recent~~manage ~~fluctuations~~this in exchange ~~rates~~rate ~~have not been significant~~risk, ~~potential~~we ~~changes~~hold inforward ~~policy~~currency byexchange ~~governments~~contracts orwith ~~fluctuations~~a innotional ~~the~~amount ~~economies~~ of ~~the~~JPY154.3 ~~United~~billion ~~States,~~and ~~China,~~a ~~Macau~~senior orsecured ~~Hong~~yen ~~Kong~~credit ~~could~~facility, ~~cause~~which ~~variability~~consists inof ~~these~~a ~~exchange rates~~JPY54.2 Asbillion ofterm ~~December 31,~~loan ~~2024,~~A afacility 1%with ~~adverse~~an ~~change~~option into increase the ~~exchange~~amount ~~rate~~of ~~would~~the ~~result~~facility into aJPY67.8 ~~foreign~~billion, ~~currency~~each ~~transaction~~as ~~loss~~ of ~~$25~~December ~~million.~~31, 2025.

We have intercompany debt that is denominated in currencies other than the subsidiaries’ functional currency, which may cause foreign currency transaction losses that do not eliminate in consolidation. As of December 31, 2024, a 10% adverse change in the exchange rate would result in a foreign currency transaction loss of $220 million.49

WeThe ~~hold~~ forward ~~foreign exchange~~ contracts toand ~~hedge~~senior ~~certain~~secured ~~portions~~yen ofcredit ~~forecasted~~facility ~~cash~~are ~~flows~~ denominated in Japanese yen~~. As of December 31~~, ~~2024,~~which ~~the~~may ~~notional~~cause ~~amount~~foreign ofcurrency ~~forward~~transaction ~~contracts~~losses. ~~was~~As ~~$1.3~~of ~~billion~~December ~~and~~31, 2025, a 10% adverse change in the exchange rate would result in a foreign currency transaction loss of approximately $~~127~~109 million and $35 million for the forward contracts and the senior secured yen credit facility, respectively.

Equity price risk. We have investments in equity securities of publicly traded companies that are subject to equity price volatility. As of December 31, ~~2024~~2025, a 10% adverse change in the quoted market prices would result in an impact to earnings of $3935 million.

5250

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial Statements:
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 34)						5452
Consolidated Balance Sheets						5755
Consolidated Statements of Operations						5856
Consolidated Statements of Comprehensive Income						5957
Consolidated Statements of Cash Flows						6058
Consolidated Statements of Stockholders’ Equity						6159
Notes to Consolidated Financial Statements						6260

Financial statement schedules have been omitted because they are not applicable, or the required information is included in the consolidated financial statements or the notes thereto.

5351

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of MGM Resorts International

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of MGM Resorts International and subsidiaries (the “Company”) as of December 31, ~~2024~~2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, ~~2024~~2025, of the Company and our report dated February 1811, ~~2025~~2026, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Las Vegas, Nevada

February 1811, ~~2025~~2026

5452

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of MGM Resorts International

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of MGM Resorts International and subsidiaries (the “Company”) as of December 31, ~~2024~~2025 and ~~2023~~2024, the related consolidated statements of operations, comprehensive income, cash flows, and stockholders’ equity for each of the three years in the period ended December 31, ~~2024~~2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2024~~2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 1811, ~~2025~~2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill – ~~Empire~~A ~~City~~ Reporting Unit in the MGM Digital Segment — Refer to ~~Note~~Notes 2 and 7 to the financial statements

Critical Audit Matter Description

The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value. The Company used the discounted cash flow model to estimate fair value, which requires management to make significant estimates and assumptions related to expected cash flows and projected financial results, including forecasted revenues and expenses (collectively the “forecast”), as well as the selection of discount rates. Changes in these assumptions could have a significant impact on either the fair value, the amount of any goodwill impairment charge, or both. The goodwill balance for one of the ~~Empire~~reporting ~~City~~units ~~Reporting~~in ~~Unit~~the ~~(“Empire~~MGM ~~City”)~~Digital segment was $~~256~~341 million as of December 31, ~~2024~~2025. The fair value of ~~Empire~~this ~~City~~reporting unit exceeded its carrying value by a ~~substantial~~7% margin as of the measurement date and, therefore, no impairment was recognized. However, the value of Empire City is dependent upon the Company obtaining a New York commercial gaming license and the timing thereof, as well as other related assumptions that may change throughout the bidding process as additional information becomes known. These assumptions could

55The Company’s fair value determination for the reporting unit required management to make significant estimates and assumptions for the discount rate and the forecast. Therefore, performing audit procedures to evaluate the

~~change materially as a result of new or additional information and, if they do, could result in an impairment of up to the full amount of Empire City’s goodwill of $256 million.~~53

~~Given the significant judgments made by management to estimate the fair value of Empire City, performing audit procedures to evaluate the~~ reasonableness of management’s estimates and assumptions related to the forecast as well as the selection of the discount rate, specifically due to the sensitivity of the results of Empire City’s operations to obtaining a New York commercial gaming license and other related assumptions including the scope and timing related to (1) construction, (2) a potential transaction monetizing improvements and any rent associated with such transaction, and (3) incremental cash flows associated with an expanded facility including revenues and expenses, including license payments and gaming taxes, required a high degree of auditor judgment and an increased extent of effort, including the ~~need~~involvement toof ~~involve~~ our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the forecast and selection of the discount rate used by management to estimate the fair value of ~~Empire~~this ~~City~~reporting unit in the MGM Digital segment included the following, among others:

•We tested the effectiveness of controls over determining the fair value of ~~Empire~~the ~~City~~reporting unit, including those over management’s forecast and the selection of the discount rate.

•We evaluated management’s ability to accurately forecast revenues and expenses by comparing actual results to management’s historical forecasts.

•We evaluated the assumptions and estimates included in the forecast by:

–Comparing the ~~forecasts,~~forecast ~~which include assumptions related~~ to ~~the Company obtaining a New York commercial gaming license and the timing thereof and incremental cash flows associated with an expanded facility, to~~ information included in the Company’s communications, toindustry ~~the~~reports, ~~Board~~and ofanalyst ~~Directors,~~reports ~~gaming~~for ~~industry~~the ~~reports,~~Company and ~~other~~certain ~~publicly~~of ~~available~~its ~~information~~peer companies;

–~~Evaluating~~Comparing ~~management’s estimated construction costs associated with~~ the ~~expanded~~forecast ~~facility and comparing the estimates~~ to ~~previous~~historical ~~construction~~financial ~~projects performed by the Company~~results;

–Evaluating management’s assumptions related to the monetization of improvements and any rent associated with such transaction and comparing the assumptions to market data;

–Comparing the forecasts to historical financial results;

–Conducting inquiries with management; and

–Evaluating whether the forecast was consistent with evidence obtained in other areas of the audit.

•With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rate by:

–Testing the market-based source information underlying the determination of the discount rates and the mathematical accuracy of the discount rate calculations; and

–Developing a range of independent estimates and comparing it to the discount rate selected by management.

/s/ Deloitte & Touche LLP

Las Vegas, Nevada

February 1811, ~~2025~~2026

We have served as the Company’s auditor since 2002.

5654

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

	December 31,
	2024		2023
	2025		2024
ASSETS
Current assets
Cash and cash equivalents	$	2,~~415~~062,~~532~~994	$	2,~~927~~415,~~833~~532
Accounts receivable, net	1,~~071~~122,~~412~~940		~~929~~1,~~135~~071,412
Inventories	~~140~~124,~~559~~535		~~141~~140,~~678~~559
Income tax receivable	~~257~~220,~~514~~154		~~141~~257,~~444~~514
Prepaid expenses and other	~~478~~486,~~582~~419		~~770~~478,~~503~~582
Total current assets	4,363,599		4,910,593
Assets held for sale	315,382		—
Property and equipment, net	6,196,159		5,449,544
Total current assets	4,332,424		4,363,599
Investments in and advances to unconsolidated affiliates	380,626		240,803
Property and equipment, net	6,305,614		6,196,159
Goodwill	5,145,004		5,165,694
Investments in and advances to unconsolidated affiliates	536,066		380,626
Other intangible assets, net	1,715,381		1,724,582
Goodwill	4,901,960		5,145,004
Operating lease right-of-use assets, net	23,532,287		24,027,465
Other intangible assets, net	1,356,676		1,715,381
Deferred income taxes	39,591		—
Operating lease right-of-use assets, net	23,002,707		23,532,287
Other long-term assets, net	858,980		849,867
Deferred income taxes	89,792		39,591
	$	42,231,627	$	42,368,548
Other long-term assets, net	848,547		858,980
	$	41,373,786	$	42,231,627
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts and construction payable	$	~~412~~421,~~662~~502	$	~~461~~412,~~718~~662
Accrued interest on long-term debt	6971,~~916~~845		6069,~~173~~916
Other accrued liabilities	2,~~869~~993,~~105~~179		2,~~604~~869,~~177~~105
Total current liabilities	3,351,683		3,126,068
Liabilities related to assets held for sale	25,581		—
Deferred income taxes	2,811,663		2,860,997
Total current liabilities	3,512,107		3,351,683
Long-term debt, net	6,362,098		6,343,810
Deferred income taxes	2,617,067		2,811,663
Operating lease liabilities	25,076,139		25,127,464
Long-term debt, net	6,230,141		6,362,098
Other long-term obligations	910,088		542,708
Operating lease liabilities	24,962,742		25,076,139
Total liabilities	38,511,671		38,001,047
Other long-term obligations	775,411		910,088
Total liabilities	38,097,468		38,511,671
Commitments and contingencies (Note 12)
Redeemable noncontrolling interests	3421,~~805~~777		3334,~~356~~805
Stockholders’ equity
Common stock, $0.01 par value: authorized 1,000,000,000 shares, issued and outstanding 294,374,189 and 326,550,141 shares	2,944		3,266
Common stock, $0.01 par value: authorized 1,000,000,000 shares, issued and outstanding 258,323,143 and 294,374,189 shares	2,583		2,944
Capital in excess of par value	—		—
Retained earnings	32,~~081~~106,~~753~~836		3,~~664~~081,~~008~~753
Accumulated other comprehensive income (loss)	~~(61~~320,~~216)~~498		~~143~~(61,~~896~~216)
Total MGM Resorts International stockholders’ equity	32,~~023~~429,~~481~~917		3,~~811~~023,~~170~~481
Noncontrolling interests	~~661~~824,~~670~~624		~~522~~661,~~975~~670
Total stockholders’ equity	3,~~685~~254,~~151~~541		43,~~334~~685,~~145~~151
	$	4241,~~231~~373,~~627~~786	$	42,~~368~~231,~~548~~627

The accompanying notes are an integral part of these consolidated financial statements.

5755

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

Year Ended December 31,

2024

2023

2022

2025

2024

2023

Revenues

Casino

89,~~785~~450,~~649~~887

8,~~087~~785,~~917~~649

58,~~734~~087,~~173~~917

Rooms

3,~~681~~377,~~617~~400

3,~~500~~681,~~926~~617

3,~~057~~500,~~145~~926

Food and beverage

3,~~078~~045,~~731~~965

23,~~891~~078,~~483~~731

2,~~604~~891,~~238~~483

Entertainment, retail and other

1,~~694~~663,~~548~~431

1,~~683~~694,~~923~~548

1,~~731~~683,~~929~~923

17,240,545

16,164,249

13,127,485

17,537,683

17,240,545

16,164,249

Expenses

Casino

45,~~958~~340,~~020~~097

4,~~316~~958,~~547~~020

24,~~746~~316,~~576~~547

Rooms

1,~~119~~101,~~108~~061

1,~~017~~119,~~650~~108

~~937~~1,~~272~~017,650

Food and beverage

2,~~253~~262,~~031~~434

2,~~153~~253,~~795~~031

12,~~905~~153,~~625~~795

Entertainment, retail and other

1,~~063~~043,~~382~~960

1,~~065~~063,~~570~~382

1,~~063~~065,~~510~~570

General and administrative

4,~~825~~877,~~313~~538

4,~~700~~825,~~657~~313

4,~~226~~700,~~617~~657

Corporate expense

~~520~~556,~~197~~952

~~512~~520,~~399~~197

~~479~~512,~~118~~399

Preopening and start-up expenses

71,~~972~~086

~~415~~7,972

~~1,876~~415

Property transactions, net

81126,~~316~~036

~~(370~~81,~~513)~~316

(1370,~~036,997~~513)

Gain on REIT transactions, net

—

(2,277,747)

Goodwill impairment

278,927

—

Depreciation and amortization

~~831~~1,~~097~~017,794

~~814~~831,~~128~~097

3814,~~482,050~~128

15,659,436

14,210,648

11,527,900

16,605,885

15,659,436

14,210,648

Loss from unconsolidated affiliates

(90,653)

(62,104)

(160,213)

Income (loss) from unconsolidated affiliates

69,982

(90,653)

(62,104)

Operating income

1,~~490~~001,~~456~~780

1,~~891~~490,~~497~~456

1,~~439~~891,~~372~~497

Non-operating income (expense)

Interest expense, net of amounts capitalized

(~~443~~419,~~230~~042)

(~~460~~443,~~293~~230)

(~~594~~460,~~954~~293)

Non-operating items from unconsolidated affiliates

~~(734)~~1,135

(~~1,032~~734)

(231,~~457~~032)

Other, net

70(303,~~573~~094)

4270,~~591~~573

8242,~~838~~591

(373,391)

(418,734)

(535,573)

(721,001)

(373,391)

(418,734)

Income before income taxes

1280,~~117,065~~779

1,~~472~~117,~~763~~065

~~903~~1,~~799~~472,763

Provision for income taxes

(52,457)

(157,839)

(697,068)

Benefit (provision) for income taxes

240,093

(52,457)

(157,839)

Net income

1520,~~064,608~~872

1,~~314~~064,~~924~~608

~~206~~1,~~731~~314,924

Less: Net (income) loss attributable to noncontrolling interests

(318,050)

(172,744)

1,266,362

Less: Net income attributable to noncontrolling interests

(315,010)

(318,050)

(172,744)

Net income attributable to MGM Resorts International

~~746~~205,~~558~~862

1746,~~142,180~~558

1,~~473~~142,~~093~~180

Earnings per share

Basic

20.4277

32.2242

3.5222

Diluted

20.4076

32.1940

3.4919

Weighted average common shares outstanding

Basic

~~307~~275,~~408~~046

~~354~~307,~~926~~408

~~409~~354,~~201~~926

Diluted

~~310~~277,~~232~~275

~~358~~310,~~627~~232

~~412~~358,~~993~~627

The accompanying notes are an integral part of these consolidated financial statements.

5856

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
Net income	$	1520,~~064,608~~872	$	1,~~314~~064,~~924~~608	$	~~206~~1,~~731~~314,924
Other comprehensive income, net of tax:
Foreign currency translation	~~(201~~380,~~594)~~857		~~109~~(201,~~278~~594)		27109,~~336~~278
Cash flow hedges	—		—		37,692
Other	—		—		936
Other	—		936		—
Other comprehensive income (loss)	380,857		(201,594)		110,214
Other comprehensive income (loss)	(201,594)		110,214		65,028
Comprehensive income	901,729		863,014		1,425,138
Comprehensive income	863,014		1,425,138		271,759
Less: Comprehensive income attributable to noncontrolling interests	(314,153)		(321,568)		(172,562)
Less: Comprehensive (income) loss attributable to noncontrolling interests	(321,568)		(172,562)		1,249,085
Comprehensive income attributable to MGM Resorts International	$	587,576	$	541,446	$	1,252,576
Comprehensive income attributable to MGM Resorts International	$	541,446	$	1,252,576	$	1,520,844

The accompanying notes are an integral part of these consolidated financial statements.

5957

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
Cash flows from operating activities
Net income	$	1520,~~064,608~~872	$	1,~~314~~064,~~924~~608	$	~~206~~1,~~731~~314,924
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	~~831~~1,~~097~~017,794		~~814~~831,~~128~~097		3814,~~482,050~~128
Amortization of debt discounts and issuance costs	2726,~~227~~679		27,~~844~~227		3227,~~769~~844
Loss on early retirement of debt	7,087		—		—
Loss on extinguishment of debt	—		7,087		—
Provision for credit losses	61,~~089~~127		4861,~~984~~089		2248,~~738~~984
Stock-based compensation	8090,~~224~~471		7380,~~607~~224		7173,~~296~~607
Property transactions, net	81126,~~316~~036		~~(370~~81,~~513)~~316		(1370,~~036,997~~513)
Foreign currency transaction loss (gain)	(128,588)		106,428		19,081
Goodwill impairment	278,927		—		—
Gain on REIT transactions, net	—		—		(2,277,747)
Foreign currency transaction loss (gain)	288,002		(128,588)		106,428
Noncash lease expense	~~515~~509,~~403~~098		~~516~~515,~~120~~403		~~437~~516,~~603~~120
Other investment losses (gains)	32,237		1,112		(12,430)
Other investment losses	22,421		32,237		1,112
Loss from unconsolidated affiliates	91,387		63,136		183,670
Loss (income) from unconsolidated affiliates	(71,117)		91,387		63,136
Distributions from unconsolidated affiliates	2117,~~929~~153		2021,~~121~~929		3720,~~435~~121
Deferred income taxes	(85245,~~116~~564)		(~~117~~85,~~278~~116)		~~496~~(117,~~189~~278)
Change in operating assets and liabilities:
Accounts receivable	(~~157~~90,~~662~~115)		(~~132~~157,~~288~~662)		(~~211~~132,~~687~~288)
Inventories	115,~~275~~679		~~(15~~1,~~524)~~275		(2615,~~627~~524)
Income taxes receivable and payable, net	~~(132~~47,~~842)~~645		(58132,~~493~~842)		~~197~~(58,~~097~~493)
Prepaid expenses and other	354,~~062~~453		~~(50~~35,~~875)~~062		(1450,~~424~~875)
Accounts payable and accrued liabilities	(~~107~~82,~~395~~374)		~~410~~(107,~~131~~395)		~~183~~410,~~839~~131
Other	~~124~~(7,~~157~~809)		39124,~~213~~157		~~(34~~39,~~124)~~213
Net cash provided by operating activities	2,~~362~~529,~~495~~378		2,~~690~~362,~~777~~495		12,~~756~~690,~~462~~777
Cash flows from investing activities
Capital expenditures	(1,~~150~~068,~~589~~927)		(~~931~~1,~~813~~150,589)		(~~765~~931,~~067~~813)
Dispositions of property and equipment	137,~~179~~113		513,~~431~~179		~~112~~5,~~019~~431
Proceeds from sale of operating resorts	—		~~460,392~~—		1460,~~054,313~~392
Proceeds from repayment of principal on note receivable	—		~~152,518~~—		—152,518
Proceeds from real estate transactions	—		—		4,373,820
Acquisitions, net of cash acquired	—		(113,882)		(122,058)
Acquisitions, net of cash acquired	(113,882)		(122,058)		(1,889,118)
Investments in unconsolidated affiliates	(237,759)		(182,078)		(161,040)
Investments in unconsolidated affiliates	(182,078)		(161,040)		(254,786)
Distributions from unconsolidated affiliates	207,272		2,324		8,342
Distributions from unconsolidated affiliates	2,324		8,342		10,361
Investments and other	(48,488)		147,883		(125,947)
Investments and other	147,883		(125,947)		(523,361)
Net cash used in investing activities	(1,140,789)		(1,283,163)		(714,175)
Net cash provided by (used in) investing activities	(1,283,163)		(714,175)		2,118,181
Cash flows from financing activities
Net borrowings (repayments) under bank credit facilities – maturities of 90 days or less	104,416		(1,097,306)		1,148,276
Net borrowings (repayments) of debt – maturities of 90 days or less	6,607		104,416		(1,097,306)
Issuance of long-term debt	2353,~~100,000~~778		—2,100,000		—
Repayment of long-term debt	(2500,~~175,~~000)		(12,~~285~~175,~~600~~000)		(1,~~070~~285,~~340~~600)
Debt issuance costs	(3840,~~318~~839)		(2138,~~535~~318)		(121,~~367~~535)
Dividends paid to common shareholders	—		—		(4,048)
Distributions to noncontrolling interest owners	(169,235)		(188,567)		(177,093)
Distributions to noncontrolling interest owners	(188,567)		(177,093)		(210,699)
Repurchases of common stock	(1,228,272)		(1,357,890)		(2,291,917)
Repurchases of common stock	(1,357,890)		(2,291,917)		(2,775,217)
Other	(153,133)		(8,922)		(131,180)
Other	(8,922)		(131,180)		(110,907)
Net cash used in financing activities	(1,731,094)		(1,564,281)		(5,004,631)
Net cash used in financing activities	(1,564,281)		(5,004,631)		(3,024,302)
Effect of exchange rate on cash, cash equivalents, and restricted cash	4,410		(26,883)		(19,401)
Effect of exchange rate on cash, cash equivalents, and restricted cash	(26,883)		(19,401)		8,926
Change in cash and cash equivalents classified as assets held for sale	(14,605)		—		25,938
Change in cash and cash equivalents classified as assets held for sale	—		25,938		(25,938)
Cash, cash equivalents, and restricted cash
Net change for the period	(~~511~~352,~~832~~700)		(3511,~~021,492~~832)		~~833~~(3,~~329~~021,492)
Balance, beginning of period	32,~~014~~503,~~896~~064		63,~~036~~014,~~388~~896		56,~~203~~036,~~059~~388
Balance, end of period	$	2,~~503~~150,~~064~~364	$	32,~~014~~503,~~896~~064	$	63,~~036~~014,~~388~~896
Supplemental cash flow disclosures
Interest paid, net of amounts capitalized	$	~~406~~389,~~260~~128	$	~~452~~406,~~160~~260	$	~~573~~452,~~629~~160
Federal, state and foreign income taxes paid, net	266,996		344,397		22,955
Non-cash investing and financing activities
MGM Grand Paradise gaming concession intangible asset	$	—	$	~~226,083~~—	$	—226,083
MGM Grand Paradise gaming concession payment obligation	—		~~226,083~~—		—226,083

The accompanying notes are an integral part of these consolidated financial statements.

6058

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023

(In thousands)

	Common Stock			Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total MGM Resorts International Stockholders' Equity		Noncontrolling Interests		Total Stockholders' Equity
	Shares	Par Value
Balances, January 1, 2022	453,804	$	4,538	$	1,750,135	$	4,340,588	$	(24,616)	$	6,070,645	$	4,906,121	$	10,976,766
Balances, January 1, 2023	379,088	$	3,791	$	—	$	4,794,239	$	33,499	$	4,831,529	$	378,594	$	5,210,123
Net income (loss)	—	—		—		1,473,093		—		1,473,093		(1,275,865)		197,228
Currency translation adjustment	—	—		—		—		34,268		34,268		(6,932)		27,336
Cash flow hedges	—	—		—		—		13,483		13,483		24,209		37,692
Stock-based compensation	—	—		65,700		—		—		65,700		5,596		71,296
Issuance of common stock pursuant to stock-based compensation awards	1,688	17		(27,042)		—		—		(27,025)		—		(27,025)
Cash distributions to noncontrolling interest owners	—	—		—		—		—		—		(95,622)		(95,622)
Dividends declared and paid to common shareholders ($0.01 per share)	—	—		—		(4,048)		—		(4,048)		—		(4,048)
Issuance of restricted stock units	—	—		1,941		—		—		1,941		186		2,127
Repurchases of common stock	(76,404)	(764)		(1,759,059)		(1,015,394)		—		(2,775,217)		—		(2,775,217)
Adjustment of redeemable noncontrolling interest to redemption value	—	—		(31,888)		—		—		(31,888)		—		(31,888)
Deconsolidation of MGP	—	—		—		—		11,084		11,084		(3,184,710)		(3,173,626)
Other	—	—		213		—		(720)		(507)		5,611		5,104
Balances, December 31, 2022	379,088	3,791		—		4,794,239		33,499		4,831,529		378,594		5,210,123
Net income	—	—		—		1,142,180		—		1,142,180		172,131		1,314,311
Currency translation adjustment	—	—		—		—		109,461		109,461		(183)		109,278
Stock-based compensation	—	—		70,775		—		—		70,775		2,676		73,451
Issuance of common stock pursuant to stock-based compensation awards	1,787	18		(22,529)		(9,318)		—		(31,829)		—		(31,829)
Distributions to noncontrolling interest owners	—	—		—		—		—		—		(29,566)		(29,566)
Issuance of restricted stock units	—	—		1,701		—		—		1,701		—		1,701
Repurchases of common stock	(54,325)	(543)		(50,332)		(2,263,093)		—		(2,313,968)		—		(2,313,968)
Adjustment of redeemable noncontrolling interest to redemption value	—	—		2,129		—		—		2,129		—		2,129
Other	—	—		(1,744)		—		936		(808)		(677)		(1,485)
Balances, December 31, 2023	326,550	3,266		—		3,664,008		143,896		3,811,170		522,975		4,334,145
Net income	—	—		—		746,558		—		746,558		317,392		1,063,950
Currency translation adjustment	—	—		—		—		(205,112)		(205,112)		3,518		(201,594)
Stock-based compensation	—	—		76,785		—		—		76,785		2,923		79,708
Issuance of common stock pursuant to stock-based compensation awards	1,282	12		(21,631)		—		—		(21,619)		—		(21,619)
Distributions to noncontrolling interest owners	—	—		—		—		—		—		(187,062)		(187,062)
Repurchases of common stock	(33,458)	(334)		(42,062)		(1,328,492)		—		(1,370,888)		—		(1,370,888)
Adjustment of redeemable noncontrolling interest to redemption value	—	—		(2,585)		(321)		—		(2,906)		—		(2,906)
Other	—	—		(10,507)		—		—		(10,507)		1,924		(8,583)
Balances, December 31, 2024	294,374	$2,944	~~2,944~~	$—	—	$3,081,753	~~3,081,753~~	$(61,216)	~~(61,216)~~	$3,023,481	~~3,023,481~~	$661,670	~~661,670~~	$3,685,151	~~3,685,151~~
Net income	—	—		—		205,862		—		205,862		320,081		525,943
Currency translation adjustment	—	—		—		—		381,714		381,714		(857)		380,857
Stock-based compensation	—	—		86,438		—		—		86,438		3,034		89,472
Issuance of common stock pursuant to stock-based compensation awards	1,423	14		(21,021)		—		—		(21,007)		—		(21,007)
Distributions to noncontrolling interest owners	—	—		—		—		—		—		(163,056)		(163,056)
Repurchases of common stock	(37,474)	(375)		(45,753)		(1,180,819)		—		(1,226,947)		—		(1,226,947)
Adjustment of redeemable noncontrolling interest to redemption value	—	—		5,188		40		—		5,228		—		5,228
Other	—	—		(24,852)		—		—		(24,852)		3,752		(21,100)
Balances, December 31, 2025	258,323	$	2,583	$	—	$	2,106,836	$	320,498	$	2,429,917	$	824,624	$	3,254,541

The accompanying notes are an integral part of these consolidated financial statements

6159

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION

Organization. MGM Resorts International, a Delaware corporation, (together with its consolidated subsidiaries, unless otherwise indicated or unless the context requires otherwise, the “Company”) is a global gaming and entertainment company with domestic and international locations featuring hotels and casinos, convention, dining, and retail offerings, and sports betting and online gaming operations.

As of December 31, ~~2024~~2025, the Company’s domestic casino resorts include the following integrated casino, hotel and entertainment resorts in Las Vegas, Nevada: Aria (including Vdara), Bellagio, The Cosmopolitan of Las Vegas (“The Cosmopolitan”), MGM Grand Las Vegas (including The Signature), Mandalay Bay (including W Las Vegas and Four Seasons), Luxor, New York-New York, Park MGM (including The Reserve at Park MGM), and Excalibur. The Company also operates MGM Grand Detroit in Detroit, Michigan, MGM National Harbor in Prince George’s County, Maryland, MGM Springfield in Springfield, Massachusetts, Borgata in Atlantic City, New Jersey, Empire City in Yonkers, New York, MGM Northfield Park in Northfield Park, Ohio, and Beau Rivage in Biloxi, Mississippi. Additionally, the Company operates The Park, a dining and entertainment district located between New York-New York and Park MGM. The Company leases the real estate assets of its domestic properties pursuant to triple net lease agreements, as further discussed in Note 11.

~~The~~As of December 31, 2025, the Company has an approximate 56% controlling interest in MGM China Holdings Limited (together with its subsidiaries, “MGM China”), which owns MGM Grand Paradise, S.A. (“MGM Grand Paradise”). MGM Grand Paradise owns and operates MGM Macau and MGM Cotai, two integrated casino, hotel and entertainment resorts in Macau, as well as the related gaming concession and land concessions.

The Company also owns LV Lion Holding Limited (together with its subsidiaries, “LeoVegas”), a consolidated subsidiary that has global online gaming operations headquartered in Sweden and Malta. Additionally, the Company ~~and~~has ~~its venture partner, Entain plc, each have~~ a 50% ownership interest in BetMGM, LLC (“BetMGM North America Venture”), an unconsolidated affiliate, which provides online sports betting and gaming in certain jurisdictions in North America. The Company also has a 50% ownership interest in MGM Osaka IRCorporation KK(“MGM Osaka”), an unconsolidated affiliate, which is developing an integrated resort in Osaka, Japan.

Reportable segments. The Company has four reportable segments: Las Vegas Strip Resorts, Regional Operations, MGM China, and MGM Digital. See Note 17 for additional information about the Company’s segments.

NOTE 2 — BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation. The Company evaluates entities for which control is achieved through means other than voting rights to determine if it is the primary beneficiary of a variable interest entity (“VIE”). The Company consolidates its investment in a VIE when it determines that it is its primary beneficiary. Bellagio REIT Venture (as defined in Note 11) and MGM Osaka ~~IR KK~~ are VIEs in which the Company is not the primary beneficiary because it does not have power on its own to direct the activities that could potentially be significant to the ventures and, accordingly, does not consolidate the ventures. The Company may change its original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affect the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. The Company performs this analysis on an ongoing basis.

For entities determined not to be a VIE, the Company consolidates such entities in which the Company owns 100% of the equity. For entities in which the Company owns less than 100% of the equity interest, the Company consolidates the entity under the voting interest model if it has a controlling financial interest based upon the terms of the respective entities’ ownership agreements, such as MGM China. For these entities, the Company records a noncontrolling interest in the consolidated balance sheets and all intercompany balances and transactions are eliminated in consolidation. If the entity does not qualify for consolidation under the voting interest model and the Company has significant influence over the operating and financial decisions of the entity, the Company generally accounts for the entity under the equity method, such as BetMGM North America Venture, which does not qualify for consolidation as the Company has joint control, given the entity is structured with substantive participating rights whereby both owners participate in the decision making process, which prevents the Company from exerting a controlling financial interest in such entity, as defined in Accounting Standards Codification (“ASC”) 810. For entities over which the Company does not have significant influence, the Company accounts for its equity investment under ASC 321.

~~Reclassifications. Certain reclassifications have been made to conform the prior period presentation.~~60

Management’s use of estimates. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. These principles require the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair value measurements. Fair value measurements affect the Company’s accounting and impairment assessments of its long-lived assets, investments in unconsolidated affiliates or equity interests, assets acquired, and liabilities assumed in an acquisition, and goodwill and other intangible assets. Fair value measurements also affect the Company’s accounting for certain of its financial assets and liabilities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured according to a hierarchy that includes: Level 1 inputs, such as quoted prices in an active market; Level 2 inputs, which are quoted prices for identical or comparable instruments or pricing using observable market data; or Level 3 inputs, which are unobservable inputs. The Company used the following inputs in its fair value measurements:

•Level 1 inputs when measuring its equity investments recorded at fair value;

•Level 2 inputs for its long-term debt fair value disclosures. See Note 9;

•Level 2 inputs for its derivatives;

•Level 1 and Level 2 inputs for its debt investments; ~~and~~

•Level 1, Level 2, and Level 3 inputs when assessing the fair value of assets acquired and liabilities assumed in acquisitions. See Note 4.; and

~~Equity~~•Level ~~investments.~~3 ~~Fair~~inputs ~~value~~when ismeasuring ~~measured based upon trading prices on~~ the ~~applicable securities exchange for equity investments for which the Company has elected the~~ fair value ~~option~~ of ~~ASC~~reporting ~~825, and equity investments accounted for under ASC 321 that have a readily determinable fair value~~units. ~~The~~See ~~fair~~Note value of these investments was $388 million and $435 million as of December 31, 2024 and 2023, respectively, and is reflected within “Other long-term assets, net” on the consolidated balance sheets7. Gains and losses on equity investments are recorded in “Other, net” in the statements of operations. For the year ended December 31, 2024 and December 31, 2023, the Company recorded a net loss on its equity investments of $47 million and $26 million, respectively. For the year ended December 31, 2022, the Company recorded a net gain on its equity investments of $10 million.

Equity investments. Fair value is measured based upon trading prices on the applicable securities exchange for equity investments for which the Company has elected the fair value option of ASC 825, and equity investments accounted for under ASC 321 that have a readily determinable fair value. The fair value of these investments was $355 million and $388 million as of December 31, 2025 and 2024, respectively, and is reflected within “Other long-term assets, net” on the consolidated balance sheets. Gains and losses on equity investments are recorded in “Other, net” in the statements of operations. For the years ended December 31, 2025, 2024 and 2023, the Company recorded a net loss on its equity investments of $33 million, $47 million, and $26 million, respectively.

Derivatives. The Company uses derivatives that are not designated for hedge accounting. The changes in fair value of these derivatives are recorded within “Other, net” in the statements of operations and within “Other” in operating activities in the statements of cash flows. The balance sheet classification of the derivatives in a current liability position are within “Other accrued liabilities,” a long-term liability position are within “Other long-term obligations,” a current asset position are within “Prepaid expenses and other,” and a long-term asset position are within “Other long-term assets, net.”

As of December 31, ~~2024~~2025, the Company has forward currency exchange contracts to manage its exposure to changes in foreign currency exchange rates. As of December 31, ~~2024~~2025, the fair value of derivatives classified as liabilities were $9688 million, with $5769 million in current liabilities and $3919 million in long-term liabilities. As of December 31, ~~2023~~2024, the fair value of derivatives classified as ~~assets~~liabilities were $1096 million, with $157 million in current ~~assets and $9 million in long-term assets, and~~ liabilities ~~of $17 million, with $8 million in current liabilities~~ and $939 million in long-term liabilities.

For the ~~year~~years ended December 31, 2025 and 2024, the Company recorded a net loss on its derivatives of $35 million and $116 million, respectively.

Debt investments. The Company’s investments in debt securities are classified as trading securities and recorded at fair value. Gains and losses are recorded in “Other, net” in the statements of operations. Debt securities are considered cash equivalents if the criteria for such classification is met or otherwise classified as short-term investments within “Prepaid expenses and other” since the investment of cash is available for current operations.

6361

The following table presents information regarding the Company’s debt investments:

	Fair value level	December 31,
		2024		2023
		2025		2024
		(In thousands)
Cash and cash equivalents:
Money market funds	Level 1	$	52158,~~794~~564	$	1852,~~828~~794
Cash and cash equivalents		52158,~~794~~564		1852,~~828~~794
Short-term investments:
U.S. government securities	Level 1	1962,~~075~~267		3719,~~805~~075
U.S. agency securities	Level 2	—		9,804
Corporate bonds	Level 2	135,211		171,117
Corporate bonds	Level 2	171,117		364,926
Asset backed securities	Level 2	12,681		9,960
Asset backed securities	Level 2	9,960		7,170
Short-term investments		210,159		200,152
Short-term investments		200,152		419,705
Total debt investments		$	368,723	$	252,946
Total debt investments		$	252,946	$	438,533

Cash and cash equivalents. Cash and cash equivalents consist of cash and highly liquid investments with effective maturities of 90 days or less at the date of purchase. The fair value of cash and cash equivalents approximates carrying value because of the short maturity of those instruments (Level 1).

Restricted cash. MGM China’s pledged cash of $87 million asfor of each of December 31, ~~2024~~2025 and ~~2023~~2024, securing the bank guarantees discussed in Note 12 is restricted in use and classified within “Other long-term assets, net.” Such amounts plus “Cash and cash equivalents” on the consolidated balance sheets equal “Cash, cash equivalents, and restricted cash” on the consolidated statements of cash flows as of December 31, ~~2024~~2025 and ~~2023~~2024.

Accounts receivable and credit risk. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of casino receivables. The Company issues credit following assessments of creditworthiness. At December 31, ~~2024~~2025 and ~~2023~~2024, approximately 5057% and 5450%, respectively, of the Company’s gross accounts receivable related to casino receivables.

Accounts receivable are typically non-interest bearing and are initially recorded at cost. Accounts are written off when management deems the account to be uncollectible. Recoveries of accounts previously written off are recorded when received. An estimated loss reserve is maintained to reduce the Company’s receivables to their net carrying amount, which approximates fair value. The loss reserve is estimated based on both a specific review of customer accounts as well as historical collection experience and current and expected future economic and business conditions. Management believes that as of December 31, ~~2024~~2025, no significant concentrations of credit risk existed for which a loss reserve had not already been recorded.

Inventories. Inventories consist primarily of food and beverage, ~~retail merchandise~~ and ~~operating~~retail ~~supplies~~merchandise, and are stated at the lower of cost or net realizable value. Cost is determined primarily using the average cost method ~~for food and beverage and operating supplies~~. ~~Cost for retail merchandise is determined using the cost method.~~

Property and equipment. Property and equipment are stated at cost. A significant amount of the Company’s property and equipment was acquired through business combinations and therefore recognized at fair value at the acquisition date. Gains or losses on dispositions of property and equipment are included in the determination of income or loss. Maintenance costs are expensed as incurred.

Property and equipment are generally depreciated over the following estimated useful lives on a straight-line basis:


Building and improvements						15 to 40 years
Land improvements						10 to 20 years
Furniture and fixtures						3 to 20 years
Equipment						3 to 15 years

64The Company evaluates its property and equipment and other long-lived assets for impairment based on its classification as held for sale or to be held and used. Several criteria must be met before an asset is classified as held for sale, including that management with the appropriate authority commits to a plan to sell the asset at a reasonable price in relation to its fair value and is actively seeking a buyer. For assets held for sale, the Company recognizes the asset at the

The Company evaluates its property and equipment and other long-lived assets for impairment based on its classification as held for sale or to be held and used. Several criteria must be met before an asset is classified as held for sale, including that management with the appropriate authority commits to a plan to sell the asset at a reasonable price in relation to its fair value and is actively seeking a buyer. For assets held for sale, the Company recognizes the asset at the lower of carrying value or fair market value less costs to sell, as estimated based on comparable asset sales, offers received, or a discounted cash flow model. For assets to be held and used, the Company reviews for impairment whenever indicators of impairment exist. The Company then compares the estimated future cash flows of the asset group, on an undiscounted basis, to the carrying value of the asset group. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then an impairment charge is recorded based on the fair value of the asset, typically measured using a discounted cash flow model. If an asset is still under development, future cash flows include remaining construction costs. All recognized impairment losses, whether for assets held for sale or assets to be held and used, are recorded as operating expenses.62

Inlower ~~connection with the expiration~~ of ~~the~~carrying ~~MGM~~value ~~Grand~~or ~~Paradise~~fair ~~gaming~~market ~~subconcession~~value onless ~~December~~costs 31to sell, ~~2022~~ as ~~further~~estimated ~~discussed~~based inon ~~Note~~comparable 7asset sales, ~~the~~offers ~~casino~~received, ~~areas~~or ofa ~~MGM~~discounted ~~Cotai~~cash ~~and~~flow ~~MGM~~model. ~~Macau~~For ~~reverted,~~assets ~~free~~to ofbe ~~charge~~held and ~~without any encumbrances~~used, to the ~~Macau~~Company ~~government,~~reviews ~~which~~for isimpairment ~~now~~whenever ~~the~~indicators ~~legal owner~~ of ~~the~~impairment ~~reverted gaming assets~~exist. OnThe ~~January~~Company 1,then ~~2023~~compares ~~and~~the inestimated ~~connection~~future ~~with~~cash ~~the~~flows ~~commencement~~ of the ~~gaming~~asset ~~concession~~group, ~~the~~on ~~gaming~~an ~~assets~~undiscounted ~~were~~basis, ~~temporarily transferred~~ to ~~MGM~~the ~~Grand~~carrying ~~Paradise~~value ~~for~~of the ~~duration~~asset ofgroup. If the ~~gaming~~undiscounted ~~concession~~cash inflows ~~return~~exceed ~~for~~the ~~annual~~carrying ~~payments~~value, no impairment is indicated. AsIf the ~~Company~~undiscounted ~~will~~cash ~~continue~~flows todo ~~operate~~not exceed the ~~gaming~~carrying ~~assets~~value, inthen ~~the~~an ~~same~~impairment ~~manner~~charge asis ~~under~~recorded ~~the~~based ~~gaming~~on ~~subconcession,~~the ~~obtain~~fair ~~substantially~~value ~~all~~ of the ~~economic benefits~~asset, ~~and~~typically ~~bear~~measured ~~all~~using ofa ~~the~~discounted ~~risks~~cash ~~arising~~flow ~~from~~model. ~~the~~If ~~use~~an ofasset ~~assets~~is ~~for~~still ~~the~~under ~~economic~~development, ~~life~~future ofcash ~~the~~flows ~~assets,~~include ~~the~~remaining ~~Company~~construction ~~will~~costs. ~~continue~~All torecognized ~~recognize~~impairment ~~the~~losses, ~~reverted~~whether ~~gaming~~for assets ~~within~~held ~~“Property~~for ~~and~~sale ~~equipment”~~or ~~and~~assets ~~depreciate~~to ~~the~~be ~~assets~~held ~~over~~and ~~their~~used, ~~remaining~~are ~~estimated~~recorded ~~useful~~as ~~lives.~~operating expenses.

In connection with the expiration of the MGM Grand Paradise gaming subconcession on December 31, 2022, the casino areas of MGM Cotai and MGM Macau reverted, free of charge and without any encumbrances, to the Macau government, which is now the legal owner of the reverted gaming assets. On January 1, 2023 and in connection with the commencement of the gaming concession, the gaming assets were temporarily transferred to MGM Grand Paradise for the duration of the gaming concession in return for annual payments as further discussed in Note 12. As the Company will continue to operate the gaming assets in the same manner as under the gaming subconcession, obtain substantially all of the economic benefits, and bear all of the risks arising from the use of assets for the economic life of the assets, the Company will continue to recognize the reverted gaming assets within “Property and equipment” and depreciate the assets over their remaining estimated useful lives.

Capitalized interest. The interest cost associated with major development and construction projects is capitalized and included in the cost of the project. When no debt is incurred specifically for a project, interest is capitalized on amounts expended on the project using the weighted average cost of the Company’s outstanding borrowings. Capitalization of interest ceases when the project is substantially complete, or development activity is suspended for more than a brief period.

Investments in and advances to unconsolidated affiliates. The Company has investments in unconsolidated affiliates accounted for under the equity method. Under the equity method, carrying value is adjusted for the Company’s share of the investees’ earnings and losses, amortization of certain basis differences, as well as contributions to and distributions from these companies. Distributions in excess of equity method earnings are recognized as a return of investment and recorded as investing cash inflows in the consolidated statements of cash flows. The Company classifies operating income and losses as well as gains and impairments related to its investments in unconsolidated affiliates as a component of operating income or loss and classifies non-operating income or losses related to its investments in unconsolidated affiliates as a component of non-operating income or loss, as the Company’s investments in such unconsolidated affiliates are an extension of the Company’s core business operations.

The Company evaluates its investments in unconsolidated affiliates for impairment whenever events or changes in circumstances indicate that the carrying value of its investment may have experienced an other-than-temporary decline in value. If such conditions exist, the Company compares the estimated fair value of the investment to its carrying value to determine if an impairment is indicated and determines whether the impairment is “other-than-temporary” based on its assessment of all relevant factors, including consideration of the Company’s intent and ability to retain its investment. The Company estimates fair value using a discounted cash flow analysis based on estimated future results of the investee and market indicators of terminal year capitalization rates, and a market approach that utilizes business enterprise value multiples based on a range of multiples from the Company’s peer group.

Goodwill and other intangible assets. Goodwill represents the excess of purchase price over fair market value of net assets acquired in business combinations. Indefinite-lived intangibles consist of trademarks and certain of our gaming licenses. Goodwill and indefinite-lived intangible assets must be reviewed for impairment at least annually and between annual test dates in certain circumstances. The Company performs its annual impairment tests in the fourth quarter of each fiscal year. No material impairments were indicated or recorded as a result of the annual impairment review for goodwill and indefinite-lived intangible assets in 2025, 2024, and 2023. During the third quarter of 2025, ~~and~~the ~~2022~~Company performed an interim impairment test of goodwill related to the Empire City reporting unit. See Note 7 for further discussion.

Accounting guidance provides entities the option to perform a qualitative assessment of goodwill and indefinite-lived intangible assets (commonly referred to as “step zero”) in order to determine whether further impairment testing is necessary. In performing the step zero analysis the Company considers macroeconomic conditions, industry and market considerations, current and forecasted financial performance, entity-specific events, and changes in the composition or carrying amount of net assets of reporting units for goodwill. In addition, the Company takes into consideration the amount of excess of fair value over carrying value determined in the last quantitative analysis that was performed, as well as the period of time that has passed since the last quantitative analysis. If the step zero analysis indicates that it is more likely than not that the fair value is less than its carrying amount, the entity would proceed to a quantitative analysis.

6563

~~period~~Under the quantitative analysis, goodwill for relevant reporting units is tested for impairment using an income approach in which a discounted cash flow analysis is utilized based on the estimated future results of ~~time~~the Company’s reporting units discounted using market discount rates and market indicators of terminal year capitalization rates, and a market approach that ~~has~~utilizes ~~passed~~business ~~since~~enterprise value multiples based on a range of multiples from the ~~last~~Company’s ~~quantitative~~peer ~~analysis~~group. If the ~~step~~fair ~~zero~~value ~~analysis~~of ~~indicates~~the ~~that~~reporting itunit is ~~more~~less ~~likely~~ than ~~not~~its ~~that~~carrying value, an impairment charge is recognized equal to the difference. Under the quantitative analysis, license rights are tested for impairment using a discounted cash flow approach, and trademarks are tested for impairment using the relief-from-royalty method. If the fair value of an indefinite-lived intangible asset is less than its carrying amount, ~~the~~an ~~entity~~impairment ~~would~~loss ~~proceed~~is torecognized aequal ~~quantitative~~to ~~analysis~~the difference.

Under the quantitative analysis, goodwill for relevant reporting units is tested for impairment using a discounted cash flow analysis based on the estimated future results of the Company’s reporting units discounted using market discount rates and market indicators of terminal year capitalization rates, and a market approach that utilizes business enterprise value multiples based on a range of multiples from the Company’s peer group. If the fair value of the reporting unit is less than its carrying value, an impairment charge is recognized equal to the difference. Under the quantitative analysis, license rights are tested for impairment using a discounted cash flow approach, and trademarks are tested for impairment using the relief-from-royalty method. If the fair value of an indefinite-lived intangible asset is less than its carrying amount, an impairment loss is recognized equal to the difference.

Other intangible assets that have a finite life, including gaming rights in certain jurisdictions where the nature or extent of the renewal process is uncertain, customer lists, and technology, are amortized on a straight-line basis over their estimated useful lives. The Company reviews the carrying amount of its amortizing intangible assets for possible impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. When testing for impairment, the Company compares the estimated undiscounted cash flows of the asset group to its carrying value. If the estimated undiscounted cash flows exceed the carrying value, no impairments are recorded. If the undiscounted cash flows do not exceed the carrying values, an impairment is recorded.

Note receivable. In February 2023, the secured note receivable related to the sale of Circus Circus Las Vegas and the adjacent land in December 2019 was repaid, prior to maturity, for $170 million, which approximated its carrying value on the date of repayment.

Accounts payable. As of December 31, ~~2024~~2025 and ~~2023~~2024, the Company had accrued $~~109~~83 million and $84109 million, respectively, for purchases of property and equipment within “Accounts and construction payable” on the consolidated balance sheets.

Revenue recognition. The Company’s revenue from contracts with customers consists of casino ~~wagers~~wager transactions, hotel room sales, food and beverage transactions, entertainment shows, and retail transactions.

The transaction price for a casino wager is the difference between gaming wins and losses (“net win”). Discounts on markers and commissions rebated to players are recorded as a reduction of casino revenue. The Company accounts for casino revenue on a portfolio basis given the similar characteristics of wagers by recognizing net win per gaming day versus on an individual wager basis.

For casino wager transactions that include other goods and services provided by the Company to gaming patrons on a discretionary basis to incentivize gaming, the Company allocates revenue from the casino wager transaction to the good or service delivered based upon standalone selling price (“SSP”). Discretionary goods and services provided by the Company and supplied by third parties are recognized as an operating expense.

For casino wager transactions that include incentives earned by customers under the Company’s loyalty programs, the Company allocates a portion of net win based upon the SSP of such incentive (less estimated breakage). This allocation is deferred and recognized as revenue when the customer redeems the incentive. When redeemed, revenue is recognized in the department that provides the goods or service. Redemption of loyalty incentives at third-party outlets are deducted from the loyalty liability and amounts owed are paid to the third party, with any discount received recorded as other revenue. After allocating revenue to other goods and services provided as part of casino wager transactions, the Company records the residual amount to casino revenue.

The transaction price of rooms, food and beverage, and retail contracts is the net amount collected from the customer for such goods and services. The transaction price for such contracts is recorded as revenue when the good or service is transferred to the customer over their stay at the hotel or when the delivery is made for the food & beverage and retail & other contracts. Sales and usage-based taxes are excluded from revenues. For some arrangements, the Company acts as an agent in that it arranges for another party to transfer goods and services and the Company is not the controlling entity, which primarily include certain of the Company’s entertainment shows and, in certain jurisdictions, the Company’s arrangement with BetMGM North America Venture for online sports betting and iGaming.

The Company also has other contracts that include multiple goods and services, such as packages that bundle food, beverage, or entertainment offerings with hotel stays and convention services. For such arrangements, the Company allocates revenue to each good or service based on its relative SSP. The Company primarily determines the SSP of rooms, food and beverage, entertainment, and retail goods and services based on the amount that the Company charges when sold separately in similar circumstances to similar customers.

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food and beverage, entertainment, and retail goods and services based on the amount that the Company charges when sold separately in similar circumstances to similar customers.

Contract and Contract-Related Liabilities. There may be a difference between the timing of cash receipts from the customer and the recognition of revenue, resulting in a contract or contract-related liability. The Company generally has three types of liabilities related to contracts with customers: (1) outstanding chip liability, which represents the amounts owed in exchange for gaming chips held by a customer, (2) loyalty program obligations, which represents the deferred allocation of revenue relating to loyalty program incentives earned, and (3) customer advances and other, which is primarily funds deposited by customers before gaming play occurs (“casino front money”) and advance payments on goods and services yet to be provided such as advance ticket sales and deposits on rooms and convention space or for unpaid wagers. These liabilities are generally expected to be recognized as revenue within one year of being purchased, earned, or deposited and are recorded within “Other accrued liabilities” on the consolidated balance sheets.

The following table summarizes the activity related to contract and contract-related liabilities:

	Outstanding Chip Liability				Loyalty Program				Customer Advances and Other
	2024		2023		2024		2023		2024		2023
	2025		2024		2025		2024		2025		2024
	(In thousands)
Balance at January 1	$	~~211~~215,~~606~~710	$	~~185~~211,~~669~~606	$	~~201~~215,~~973~~005	$	~~183~~201,~~602~~973	$	~~766~~825,~~226~~236	$	~~816~~766,~~376~~226
Balance at December 31	~~215~~204,~~710~~020		~~211~~215,~~606~~710		~~215~~216,~~005~~579		~~201~~215,~~973~~005		~~825~~860,~~236~~126		~~766~~825,~~226~~236
Increase / (decrease)	$	4(11,~~104~~690)	$	254,~~937~~104	$	131,~~032~~574	$	1813,~~371~~032	$	5934,~~010~~890	$	~~(50~~59,~~150)~~010

The ~~January~~December 131, ~~2023~~2025 balances exclude liabilities related to assets held for sale. See Note 4.

Revenue by source. The Company presents the revenue earned disaggregated by the type or nature of the good or service (casino, room, food and beverage, and entertainment, retail and other) and by relevant geographic region within Note 17.

Leases. The Company determines if an arrangement is or contains a lease at inception or modification of the arrangement. An arrangement is or contains a lease if there are identified assets and the right to control the use of an identified asset is conveyed for a period of time in exchange for consideration. Control over the use of the identified asset means the lessee has both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset.

The Company classifies a lease with terms greater than twelve months as either operating or finance. At commencement, the right-of-use (“ROU”) assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. The initial measurement of ROU assets also includes any prepaid lease payments and are reduced by any previously accrued deferred rent. When available, such as for the Company’s triple net operating leases for which the lessor has provided its implicit rate or provided the assumptions required for the Company to readily determine the rate implicit in the lease, the Company uses the rate implicit in the lease to discount lease payments to present value. However, for most of the Company’s leases, such as its ground subleases and equipment leases, the Company cannot readily determine the implicit rate. Accordingly, the Company uses its incremental borrowing rate to discount the lease payments for such leases based on the information available at the commencement date. Lease terms include options to extend or terminate the lease when it is reasonably certain that such option will be exercised. The Company’s triple net operating leases each contain renewal periods at the Company’s option, each of which are not considered to be reasonably certain of being exercised. Many of the Company’s leases include fixed rental escalation clauses that are factored into the determination of lease payments. For operating leases, lease expense for minimum lease payments is recognized on a straight-line basis over the expected lease term. For finance leases, the ROU asset depreciates on a straight-line basis over the shorter of the lease term or useful life of the ROU asset and the lease liability accretes interest based on the interest method using the discount rate determined at lease commencement. Refer to Note 11 for discussion of leases under which the Company is a lessee.

The Company is a lessor under certain other lease arrangements. Lease revenues earned by the Company from third parties are classified within the line item corresponding to the type or nature of the tenant’s good or service. Lease revenues from third-party tenants include $8272 million, $7882 million and $7278 million recorded within food and beverage revenue for ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively, and $~~117~~120 million, $~~114~~117 million and $~~118~~114 million recorded within entertainment, retail, and other revenue for the same such periods, respectively. Lease revenues from the rental of hotel rooms are recorded as rooms revenues within the consolidated statements of operations.

67Advertising. The Company expenses advertising costs as incurred. Advertising expense that primarily relates to media placement costs and which is generally included in general and administrative expenses, was $398 million, $384 million and $299 million for 2025, 2024 and 2023, respectively.

Advertising. The Company expenses advertising costs as incurred. Advertising expense that primarily relates to media placement costs and which is generally included in general and administrative expenses, was $384 million, $299 million and $235 million for 2024, 2023 and 2022, respectively.65

Corporate expense. Corporate expense represents unallocated payroll, professional fees, and various other expenses not directly related to the Company’s operations.

Preopening and start-up expenses. Preopening and start-up costs are expensed as incurred. Costs classified as preopening and start-up expenses include payroll, outside services, advertising, and other expenses related to new or start-up operations.

Property transactions, net. The Company classifies transactions such as write-downs and impairments, demolition costs, and normal gains and losses on the sale of assets as “Property transactions, net.” See Note 16 for a detailed discussion of these amounts.

Redeemable noncontrolling interest. Noncontrolling interests with redemption features, such as put rights, that are not exclusively in the Company’s control, are considered redeemable noncontrolling interests. Redeemable noncontrolling interests are presented outside of stockholders’ equity within the mezzanine section of the consolidated balance sheets. The interests are initially accounted for at fair value and subsequently adjusted to the greater of the redemption value and carrying value (initial fair value adjusted for attributed net income (loss) and distributions, as applicable). The Company records such adjustments to retained earnings, to the extent available, with any residual amount applied against capital in excess of par value.

~~During~~In 2023 ~~and 2022~~, the Company purchased $138 million ~~and $21 million~~ of interests from its redeemable noncontrolling interest parties~~, respectively~~.

Earnings per share of common stock. The table below reconciles basic and diluted earnings per share of common stock. Diluted net income attributable to common stockholders includes adjustments for redeemable noncontrolling interests. Diluted weighted-average common and common equivalent shares include adjustments for potential dilution of stock-based awards outstanding under the Company’s stock compensation plan. Antidilutive share-based awards excluded from the diluted earnings per share calculation are not material.

Year Ended December 31,

2024

2023

2022

2025

2024

2023

Numerator:

(In thousands)

Net income attributable to MGM Resorts International

~~746~~205,~~558~~862

1746,~~142,180~~558

1,~~473~~142,~~093~~180

Adjustment related to redeemable noncontrolling interests

(25,~~906)~~228

(2,~~128~~906)

~~(31~~2,~~888)~~128

Net income available to common stockholders - basic and diluted

~~743~~211,~~652~~090

1743,~~144,308~~652

1,~~441~~144,~~205~~308

Denominator:

Weighted-average common shares outstanding - basic

~~307~~275,~~408~~046

~~354~~307,~~926~~408

~~409~~354,~~201~~926

Potential dilution from stock-based awards

2,~~824~~229

32,~~701~~824

3,~~792~~701

Weighted-average common and common equivalent shares - diluted

~~310~~277,~~232~~275

~~358~~310,~~627~~232

~~412~~358,~~993~~627

Currency translation. The Company translates the financial statements of foreign subsidiaries that are not denominated in U.S. dollars. Balance sheet accounts are translated at the exchange rate in effect at each balance sheet date. Income statement accounts are translated at the average rate of exchange prevailing during the period. Translation adjustments resulting from this process are recorded to other comprehensive income (loss). Foreign currency transaction gain or loss from remeasurements are recorded to other non-operating income (expense) as “Other, net” in the consolidated statements of operations. In 2025, 2024, and 2023, the Company recorded foreign currency transaction loss of $288 million, foreign currency transaction gain of $129 million, and foreign currency transaction loss of $106 million, respectively.

Accumulated other comprehensive income (loss). Comprehensive income (loss) includes net income (loss) and other comprehensive income (loss). Elements of the Company’s accumulated other comprehensive income (loss) are reported in the consolidated statements of stockholders’ equity.

Share repurchases. Shares repurchased pursuant to the Company’s share repurchase plans are retired upon purchase. The cost of the repurchases in excess of the aggregate par value of the shares reduces capital in excess of par value, to the extent available, with any residual cost applied against retained earnings.

68Recently adopted accounting standards. In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Improvements to Income Tax Disclosures,” which requires public

Recently adopted accounting standards. In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Improvements to Reportable Segment Disclosures,” which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. The Company adopted ASU 2023-07 for the year ended December 31, 2024. Refer to Note 17 for segment information.66

~~Recently issued accounting standards. In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures,” which requires public~~ companies, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. The Company ~~plans~~adopted ~~to adopt~~ ASU 2023-09 for ~~its~~the ~~annual~~year ~~period~~ended ~~ending~~ December 31, 2025 and isapplied ~~currently~~the ~~assessing~~new disclosure requirements prospectively to the ~~impact~~current ofannual ~~adoption~~period. Refer to Note 10 for income tax disclosures.

Recently issued accounting standards. In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses,” which primarily requires disaggregation of specific expense categories in disclosures within the footnotes on an annual and interim basis. ASU 2024-03 is effective for the Company’s annual period ending December 31, 2027 and interim periods thereafter. Early adoption is permitted. The Company is currently assessing the impact of adoption.

NOTE 3 — ACCOUNTS RECEIVABLE, NET

Accounts receivable, net consisted of the following:

	December 31,
	2024		2023
	2025		2024
	(In thousands)
Casino	$	~~603~~718,~~307~~117	$	~~567~~603,~~766~~307
Hotel	~~335~~339,~~128~~556		~~301~~335,~~833~~128
Other	~~268~~204,~~127~~480		~~190~~268,~~012~~127
	1,206,562		1,059,611
	1,262,153		1,206,562
Less: Loss reserves	(~~135~~139,~~150~~213)		(~~130~~135,~~476~~150)
	$	1,~~071~~122,~~412~~940	$	~~929~~1,~~135~~071,412

Loss reserves consisted of the following:

	Balance at Beginning of Period		Expected Credit Losses		Write-offs, Net of Recoveries		Balance at End of Period
Loss reserves:	(In thousands)
Year Ended December 31, 2024	$	130,476	$	61,089	$	(56,415)	$	135,150
Year Ended December 31, 2025	$	135,150	$	61,127	$	(57,064)	$	139,213
Year Ended December 31, 2023	113,266		48,984		(31,774)		130,476
Year Ended December 31, 2024	130,476		61,089		(56,415)		135,150
Year Ended December 31, 2022	$	128,348	$	22,738	$	(37,820)	$	113,266
Year Ended December 31, 2023	$	113,266	$	48,984	$	(31,774)	$	130,476

NOTE 4 — ACQUISITIONS AND DIVESTITURES

MGM Northfield Park sale. In October 2025, the Company entered into an agreement to sell the operations of MGM Northfield Park to private equity funds managed by Clairvest Group Inc. for $546 million in cash, subject to customary purchase price adjustments. Upon closing, the master lease between the Company and VICI Properties, Inc. (“VICI”) will be amended to remove MGM Northfield Park and to reflect a $53 million reduction in annual cash rent, subject to a 2% escalator on May 1, 2026. The transaction is expected to close in the first half of 2026, subject to the receipt of regulatory approvals and other customary closing conditions.

The operations of MGM Northfield Park are not classified as discontinued operations because the Company concluded that the sale is not a strategic shift that has a major effect on the Company’s operations or its financial results and it does not represent a major geographic segment or product line.

The major classes of assets and liabilities classified as held for sale as of December 31, 2025 are as follows:


	(In thousands)
Cash and cash equivalents	$	31,802
Accounts receivable, net	6,224
Inventories	302
Prepaid expenses and other	1,831
Property and equipment, net	28,980
Goodwill	17,915
Other intangible assets, net	228,000
Other long-term assets, net	328
Assets held for sale	$	315,382
Accounts payable	$	6,833
Other accrued liabilities	18,497
Other long-term obligations	251
Liabilities related to assets held for sale	$	25,581

Push Gaming acquisition. On August 31, 2023, LeoVegas acquired 86% of digital gaming developer, Push Gaming Holding Limited (“Push Gaming”) for total consideration of $146 million, which was allocated to $126 million of goodwill and $40 million of amortizable intangible assets.

LeoVegas acquisition. On May 2, 2022, the Company commenced a public offer to the shareholders of LeoVegas to tender 100% of the shares at a price of SEK 61 in cash per share. On September 7, 2022, the Company completed its tender offer and acquired 65% of the outstanding shares of LeoVegas and, at the completion of an extended acceptance period on September 22, 2022, acquired an additional 2% of outstanding shares, for an aggregate cash tender price of $370 million. During the tender offer period, the Company had acquired 31% of outstanding shares in open market purchases that had an acquisition-date fair value of approximately $172 million. As the Company’s previous 31% ownership interest was accounted for at fair value, no gain or loss was recorded upon consolidation. The remaining outstanding shares, with a fair value of approximately $11 million based upon the tender price, were settled by the Company in cash in connection with squeeze-out proceedings during the second quarter of 2023. The aggregate fair value of the acquired equity interests of LeoVegas was determined by the tender price and equaled $556 million, inclusive of

cash settlement of equity awards. The acquisition provided the Company an opportunity to create a scaled global online gaming business.

The operating results for LeoVegas are included in the consolidated statements of operations from the date of acquisition. LeoVegas’s net revenue, operating loss, and net loss for the period from September 7, 2022 through December 31, 2022 were $133 million, $13 million, and $15 million, respectively.

The Cosmopolitan acquisition. On May 17, 2022, the Company acquired 100% of the equity interests in the entities that own the operations of The Cosmopolitan for cash consideration of $1.625 billion plus working capital adjustments for a total purchase price of approximately $1.7 billion. The acquisition expanded the Company’s customer base and provided a greater depth of choices and experiences for guests in Las Vegas.

The operating results for The Cosmopolitan are included in the consolidated statements of operations from the date of acquisition. The Cosmopolitan’s net revenue, operating income, and net income for the period from May 17, 2022 through December 31, 2022 were $783 million, $117 million and $117 million, respectively.

Unaudited pro forma information - The Cosmopolitan acquisition. The following unaudited pro forma consolidated financial information for the Company has been prepared assuming the Company’s acquisition of The Cosmopolitan had occurred as of January 1, 2021. The unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisition been consummated as of the indicated date. Pro forma results of operations for the LeoVegas and Push Gaming acquisitions have not been included because they are not material to the consolidated results of operations.

	Year Ended December 31,
	2022
	(In thousands)
Net revenues	$	13,550,304
Net income attributable to MGM Resorts International	1,487,247

VICI Transaction. Prior to the closing of the VICI Transaction (defined below), MGM Growth Properties LLC (“MGP”) was a consolidated subsidiary of the Company. Substantially all of its assets were owned by and substantially all of its operations were conducted through MGM Growth Properties Operating Partnership LP (“MGP OP”). MGP had two classes of common shares: Class A shares and a single Class B share. The Company owned MGP’s Class B share, through which it held a controlling interest in MGP as it was entitled to an amount of votes representing a majority of the total voting power of MGP’s shares. The Company and MGP each held MGP OP units representing limited partner interests in MGP OP. Immediately prior to the VICI Transaction, the Company owned 41.5% of MGP OP units, and MGP held the remaining 58.5% ownership interest in MGP OP.

Additionally, the Company had leased the real estate assets of The Mirage, Luxor, New York-New York, Park MGM, Excalibur, The Park, Gold Strike Tunica, MGM Grand Detroit, Beau Rivage, Borgata, Empire City, MGM National Harbor, MGM Northfield Park, and MGM Springfield from MGP OP. The Company also leased, and continues to lease, the real estate assets of Mandalay Bay and MGM Grand Las Vegas from subsidiaries of a venture that was 50.1% owned by a subsidiary of MGP OP at the time of the transaction (such venture, the “MGP BREIT Venture”).

On April 29, 2022, VICI Properties, Inc. (“VICI”) acquired MGP in a stock-for-stock transaction (such transaction, the “VICI Transaction”). MGP Class A shareholders received 1.366 shares of newly issued VICI stock in exchange for each MGP Class A share outstanding and the Company received 1.366 units of VICI OP in exchange for each MGP OP unit held by the Company. The fixed exchange ratio represents an agreed upon price of $43 per share of MGP Class A share to the five-day volume weighted average price of VICI stock as of the close of business on July 30, 2021. In connection with the exchange, VICI OP redeemed the majority of the Company’s VICI OP units for cash consideration of $4.4 billion, with the Company retaining an approximate 1% ownership interest in VICI OP that had a fair value of approximately $375 million. MGP’s Class B share that was held by the Company was cancelled. Accordingly, the Company no longer held a controlling interest in MGP and deconsolidated MGP upon the closing of the transactions. Further, the Company entered into an amended and restated master lease with VICI as discussed in Note 11. The Mandalay Bay and MGM Grand Las Vegas lease remained unchanged.

In connection with the transactions, the Company recognized a $2.3 billion gain recorded within “Gain on REIT transactions, net.” The gain reflects the fair value of consideration received of $4.8 billion plus the carrying amount of noncontrolling interest immediately prior to the transactions of $3.2 billion less the net carrying value of the assets and liabilities and accumulated comprehensive income derecognized of $5.7 billion.

The Mirage sale. On December 19, 2022, the Company completed the sale of the operations of The Mirage to an affiliate of Seminole Hard Rock Entertainment, Inc. for cash consideration of $1.075 billion, or $1.1 billion, net of purchase price adjustments and transaction costs. At closing, the master lease between the Company and VICI was amended to remove The Mirage and to reflect a $90 million reduction in annual cash rent. The Company recognized a $1.1 billion gain recorded within “Property transactions, net.” The gain reflects the fair value of consideration received of $1.1 billion less the net carrying value of the assets and liabilities derecognized of $28 million. The operations of The Mirage were not classified as discontinued operations because the Company concluded that the sale was not a strategic shift that had a major effect on the Company’s operations or its financial results and it did not represent a major geographic segment or product line.

Gold Strike Tunica sale. On February 15, 2023, the Company completed the sale of the operations of Gold Strike Tunica to CNE Gaming Holdings, LLC, a subsidiary of Cherokee Nation Business, for cash consideration of $450 million, or $474 million, net of purchase price adjustments and transaction costs. At closing, the master lease between the Company and VICI was amended to remove Gold Strike Tunica and to reflect a $40 million reduction in annual cash rent. The Company recognized a $399 million gain recorded within “Property transactions, net.” The gain reflects the net cash consideration less the net carrying value of the assets and liabilities derecognized of $75 million.

The operations of Gold Strike Tunica were not classified as discontinued operations because the Company concluded that the sale was not a strategic shift that had a major effect on the Company’s operations or its financial results and it did not represent a major geographic segment or product line.

	Gold Strike Tunica
	(In thousands)
Cash and cash equivalents	$	26,911
Accounts receivable, net	2,466
Inventories	1,087
Prepaid expenses and other	1,522
Property and equipment, net	21,300
Goodwill	40,523
Other intangible assets, net	5,700
Operating lease right-of-use assets, net	507,231
Other long-term assets, net	1,251
Total assets	$	607,991
Accounts payable	$	1,657
Other accrued liabilities	13,778
Operating lease liabilities	516,136
Other long-term obligations	1,707
Total liabilities	$	533,278

NOTE 5 — PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the following:

December 31,

2024

2023

2025

2024

(In thousands)

Land

484,~~338~~067

~~489~~484,~~710~~338

Building, building improvements, and land improvements

5,~~150~~657,~~315~~823

45,~~910~~150,~~701~~315

Furniture, fixtures, and equipment

5,~~300~~660,~~400~~313

45,~~633~~300,~~734~~400

Construction in progress

~~600~~379,~~945~~559

~~506~~600,~~242~~945

11,535,998

10,540,387

12,181,762

11,535,998

Less: Accumulated depreciation

(56,~~644~~113,~~484~~009)

(5,~~176~~644,~~626~~484)

Finance lease ROU assets, net

~~304~~236,~~645~~861

85304,~~783~~645

6,~~196~~305,~~159~~614

56,~~449~~196,~~544~~159

NOTE 6 — INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES

Investments in and advances to unconsolidated affiliates were $~~381~~536 million and $~~241~~381 million as of December 31, ~~2024~~2025 and ~~2023~~2024, respectively. The Company’s share of losses and distributions of BetMGM North America Venture in excess of its equity method investment balance was $89160 million and $589 million as of December 31, ~~2024~~2025 and ~~2023~~2024, respectively, which is recorded within “Other ~~current~~accrued liabilities” on the consolidated balance sheets.

~~The Company recorded its share of loss from unconsolidated affiliates as follows:~~ 68

	Year Ended December 31,
	2024		2023		2022
	(In thousands)
Loss from unconsolidated affiliates	$	(90,653)	$	(62,104)	$	(160,213)
Non-operating items from unconsolidated affiliates	(734)		(1,032)		(23,457)
	$	(91,387)	$	(63,136)	$	(183,670)

The Company recorded its share of income (loss) from unconsolidated affiliates as follows:

The following table summarizes information related to the Company’s share of operating loss from unconsolidated affiliates:


	Year Ended December 31,
	2025		2024		2023
	(In thousands)
Income (loss) from unconsolidated affiliates	$	69,982	$	(90,653)	$	(62,104)
Non-operating items from unconsolidated affiliates	1,135		(734)		(1,032)
	$	71,117	$	(91,387)	$	(63,136)

	Year Ended December 31,
	2024		2023		2022
	(In thousands)
MGP BREIT Venture (through April 29, 2022)	$	—	$	—	$	51,051
BetMGM North America Venture	(110,079)		(90,894)		(234,464)
Other	19,426		28,790		23,200
	$	(90,653)	$	(62,104)	$	(160,213)

The following table summarizes the Company’s share of operating income (loss) from unconsolidated affiliates:

In connection with the VICI Transaction in April 2022, the Company deconsolidated MGP, and, accordingly, derecognized the assets and liabilities of MGP, which included MGP OP’s investment in MGP BREIT Venture.


	Year Ended December 31,
	2025		2024		2023
	(In thousands)
BetMGM North America Venture	$	59,634	$	(110,079)	$	(90,894)
Other	10,348		19,426		28,790
	$	69,982	$	(90,653)	$	(62,104)

72BetMGM North America Venture. In 2025, the Company received $135 million in distributions from BetMGM North America Venture. In 2024 and 2023, the Company contributed $25 million and $50 million, respectively, to BetMGM North America Venture.

MGM Osaka. Refer to Note 12 for discussion on the Company’s funding of MGM Osaka, which is recognized as contributions to MGM Osaka.

NOTE 7 — GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill and other intangible assets consisted of the following:

December 31,

2024

2023

2025

2024

(In thousands)

Goodwill

54,~~145~~901,~~004~~960

5,~~165~~145,~~694~~004

Indefinite-lived intangible assets:

Trademarks

~~749~~598,~~399~~977

~~759~~749,~~468~~399

Gaming rights and other

~~382~~99,~~065~~529

382,~~235~~065

Total indefinite-lived intangible assets

1698,~~131,464~~506

1,~~141~~131,~~703~~464

Finite-lived intangible assets:

Customer lists

~~296~~291,~~600~~657

~~306~~296,~~627~~600

Less: Accumulated amortization

(~~150~~182,~~715~~549)

(~~107~~150,~~082~~715)

145,885

199,545

109,108

145,885

Gaming rights

~~339~~348,~~248~~043

~~333~~339,~~191~~248

Less: Accumulated amortization

(93124,~~151~~255)

(6393,~~086~~151)

246,097

270,105

223,788

246,097

Technology and other

~~270~~470,~~986~~996

~~154~~270,~~469~~986

Less: Accumulated amortization

(79145,~~051~~722)

(4179,~~240~~051)

191,935

113,229

325,274

191,935

Total finite-lived intangible assets, net

~~583~~658,~~917~~170

~~582~~583,~~879~~917

Total other intangible assets, net

1,~~715~~356,~~381~~676

1,~~724~~715,~~582~~381

Goodwill. A summary of changes in the Company’s goodwill is as follows:

	2024
	2025
	Balance at January 1		Acquisitions		~~Currency exchange~~Impairment		~~Balance at December 31~~Reclassifications		Currency exchange		Balance at December 31
	(In thousands)
Las Vegas Strip Resorts	$	2,707,009	$	—	$	—	$	~~2,707,009~~—	$	—	$	2,707,009
Regional Operations	660,940		—		—(256,133)		~~660~~(17,~~940~~915)		—		386,892
MGM China	1,~~349,~~356,625		—		~~7,269~~—		~~1,356,625~~—		(2,510)		1,354,115
MGM Digital	~~448~~420,~~389~~430		~~215~~—		(2822,~~174~~794)		~~420,430~~—		56,308		453,944
	$	5,~~165~~145,~~694~~004	$	~~215~~—	$	(20278,~~905~~927)	$	5(17,~~145,004~~915)	$	53,798	$	4,901,960

	2023
	2024
	Balance at January 1		Acquisitions		~~Currency exchange~~Impairment		~~Balance at December 31~~Reclassifications		Currency exchange		Balance at December 31
	(In thousands)
Las Vegas Strip Resorts	$	2,707,009	$	—	$	—	$	~~2,707,009~~—	$	—	$	2,707,009
Regional Operations	660,940		—		—		~~660,940~~—		—		660,940
MGM China	1,~~350~~349,~~878~~356		—		~~(1,522)~~—		~~1,349,356~~—		7,269		1,356,625
MGM Digital	~~310~~448,~~485~~389		~~125,612~~215		~~12,292~~—		~~448,389~~—		(28,174)		420,430
	$	5,~~029~~165,~~312~~694	$	~~125,612~~215	$	~~10,770~~—	$	~~5,165,694~~—	$	(20,905)	$	5,145,004

Refer to Note 4 for discussion on ~~the~~assets ~~Push~~held ~~Gaming~~for ~~acquisition~~sale ~~within the MGM Digital segment~~(reclassifications).

73Empire City goodwill and gaming license impairment. The value of the Empire City reporting unit has been dependent upon the Company obtaining a commercial gaming license and the timing thereof, as well as other assumptions related to constructing and operating a commercial gaming facility. In the third quarter of 2025, the competitive and economic assumptions underpinning the Company’s return expectations on its investment in a commercial gaming facility changed, which led the Company to determine it would withdraw its application for a commercial gaming license for Empire City. Accordingly, the Company performed an interim impairment test of the goodwill related to the Empire City reporting unit using a discounted cash flow model to estimate fair value. As a result of the decrease in forecasted cash flows, the carrying value of Empire City exceeded its fair value. As such, the Company recorded an impairment of the full amount of the Empire City reporting unit’s goodwill of $256 million, which is reflected within Regional Operations above and presented in “Goodwill impairment” in the accompanying statements of operations. Additionally, the Company recorded an impairment of $52 million relating to Empire City’s existing gaming license, presented in “Property transactions, net” in the accompanying statements of operations.

~~MGM~~Amortization ~~Grand~~expense. ~~Paradise~~Amortization ~~gaming~~expense ~~subconcession~~related ~~and gaming concession. Pursuant~~ to ~~the~~intangible ~~agreement~~assets ~~dated~~was ~~April~~$139 19million, ~~2005~~$119 ~~between~~million ~~MGM Grand Paradise~~ and ~~SJM~~$103 ~~Resorts~~million ~~S.A.~~for ~~(formerly Sociedade de Jogos de Macau~~2025, ~~S.A.)~~2024, ~~a gaming subconcession was acquired by MGM Grand Paradise for the right to operate casino games of chance~~ and ~~other casino games for a period commencing on April 20~~2023, ~~2005 through March 31, 2020~~respectively. ~~Pursuant~~As ~~to the then-existing Macau gaming law, upon reaching the maximum duration foreseen in the law (up to a maximum term~~ of 20 years), the term of the concessions may be extended one or more times by order of the Chief Executive, which period may not exceed, in total, 5 years. In 2019, MGM Grand Paradise’s subconcession term was extended from March December 31, ~~2020 to June 26~~2025, ~~2022,~~estimated ~~consistent~~future ~~with~~amortization ~~the expiration of the other concessionaires and subconcessionaires. On June 23, 2022, MGM Grand Paradise entered into an addendum to its subconcession pursuant to which its gaming subconcession~~ was ~~extended~~as tofollows: ~~December 31, 2022. In connection with the extension, MGM Grand Paradise paid the Macau government MOP 47 million (approximately $6 million).~~

In June 2022, new Macau gaming law was enacted under which the existing subconcessions were discontinued and a maximum of six concessions were to be awarded for a term to be specified in the concession contract that may not exceed 10 years and which may be extended by three years under certain exceptional circumstances. The enactment of the new gaming law preceded the public tender for the awarding of new gaming concessions. On December 16, 2022, MGM Grand Paradise was awarded a ten-year concession contract to permit the operation of games of chance or other games in casinos in Macau which commenced on January 1, 2023.


Years ending December 31,	(In thousands)
2026	$	147,716
2027	127,799
2028	90,504
2029	68,682
2030	44,840
Thereafter	178,629
	$	658,170

As the enactment of the new Macau gaming law in June 2022 provided for material changes to the legal form of gaming concessions in Macau, including discontinuing and prohibiting gaming subconcessions subsequent to their expiration, and also included material changes to the rights and obligations provided for under the new gaming concessions, the Company determined that the MGM Grand Paradise gaming subconcession and new gaming concession are two separate units of account. 70

Further, as the material changes in the legal and regulatory environment could have an adverse effect on the value of MGM Grand Paradise’s gaming subconcession, the Company concluded that a triggering event had occurred under ASC 360 in June 2022 for the MGM China asset group. The Company compared the estimated undiscounted cash flows of the asset group to its carrying value and determined that the undiscounted cash flows significantly exceeded the carrying value and, therefore, no impairment was indicated.

Additionally, in June 2022, the Company reassessed the useful life of the gaming subconcession intangible asset and determined that, given the new gaming law and the resulting changes described above, the useful life would no longer be based on the initial term of the MGM Cotai land concession, which ends in January 2038, and that the useful life should be revised to align with the cessation of the subconcession rights that occurred at the end of the contractual term of the gaming subconcession, which ended on December 31, 2022. Accordingly, amortization of the MGM Grand Paradise gaming subconcession was recognized on a straight-line basis over its reduced useful life. The gaming subconcession was fully amortized as of December 31, 2022.

Pursuant to the gaming concession contract, MGM Grand Paradise is required, among other things, to pay a fixed annual premium and an annual variable premium based on the number of gaming tables and machines for the term of the gaming concession. Additionally, in connection with the expiration of the MGM Grand Paradise gaming subconcession on December 31, 2022, the casino areas of MGM Cotai and MGM Macau reverted, free of charge and without any encumbrances, to the Macau government, which became the legal owner of the reverted gaming assets. Upon the commencement of the gaming concession, the gaming assets were temporarily transferred to MGM Grand Paradise for the duration of the concession term in return for annual payments determined by square meters of the reverted casino areas.

Accordingly, upon commencement of the gaming concession contract on January 1, 2023, MGM Grand Paradise recorded an intangible asset, included within “Gaming rights” above, of $226 million for the right to conduct gaming and operate the reverted gaming equipment and gaming areas and a corresponding liability for the in-substance consideration to be paid over the concession term for such rights, which is the unconditional obligation of the fixed and variable annual premiums, as well as the payments relating to the use of the reverted gaming assets. The initial value of the intangible asset and liability were measured as the present value of these payments based upon the approved number of gaming tables and slot machines, estimates of the Macau average price index, and square meters of the reverted casino areas, each as of January 1, 2023. The current portion of $8 million and $7 million was recorded within “Other accrued liabilities” and noncurrent portion of $207 million and $214 million of the remaining liability was recorded within “Other long-term liabilities,” in the consolidated balance sheets as of December 31, 2024 and 2023, respectively. The gaming concession intangible asset is being amortized on a straight-line basis over the ten-year term of the gaming concession contract. The fully amortized gaming subconcession intangible asset was derecognized upon the expiration of the gaming subconcession and corresponding commencement of the gaming concession contract.

Amortization expense. Amortization expense related to intangible assets was $119 million, $103 million and $2.7 billion for 2024, 2023, and 2022, respectively. As of December 31, 2024, estimated future amortization was as follows:

Years ending December 31,	(In thousands)
2025	$	127,933
2026	124,845
2027	107,032
2028	74,147
2029	53,829
Thereafter	96,131
	$	583,917

NOTE 8 — OTHER ACCRUED LIABILITIES

Other accrued liabilities consisted of the following:

December 31,

2024

2023

2025

2024

(In thousands)

Contract and contract-related liabilities:

Outstanding chip liability

~~215~~204,~~710~~020

~~211~~215,~~606~~710

Loyalty program obligations

~~215~~216,~~005~~579

~~201~~215,~~973~~005

Casino front money

~~324~~334,~~956~~159

~~249~~324,~~877~~956

Advance deposits and ticket sales

~~271~~287,~~474~~243

~~316~~271,~~345~~474

Unpaid wagers and other

~~228~~238,~~806~~724

~~200~~228,~~004~~806

Other accrued liabilities:

Payroll and related

~~580~~565,~~153~~979

~~628~~580,~~158~~153

Taxes, other than income taxes

~~382~~364,~~842~~749

~~390~~382,~~890~~842

Operating lease liabilities - current (Refer to Note 11)

98106,~~021~~005

7498,~~988~~021

Finance lease liabilities - current (Refer to Note 11)

7476,~~191~~913

974,~~166~~191

Other

~~477~~598,~~947~~808

~~321~~477,~~170~~947

2,~~869~~993,~~105~~179

2,~~604~~869,~~177~~105

NOTE 9 — LONG-TERM DEBT

Long-term debt consisted of the following:

	December 31,
	2024		2023
	2025		2024
	(In thousands)
MGM China first revolving credit facility	$	477,567	$	371,300
Senior secured yen credit facility	$	346,528	$	—
5.375% MGM China senior notes, due 2024	—		750,000
MGM China revolving credit facility	488,247		—
6.75% senior notes, due 2025	—		750,000
MGM China first revolving credit facility	—		477,567
5.75% senior notes, due 2025	—		675,000
5.25% MGM China senior notes, due 2025	—		500,000
5.25% MGM China senior notes, due 2025	500,000		500,000
5.875% MGM China senior notes, due 2026	750,000		750,000
4.625% senior notes, due 2026	400,000		400,000
5.5% senior notes, due 2027	675,000		675,000
4.75% MGM China senior notes, due 2027	750,000		750,000
4.75% senior notes, due 2028	750,000		750,000
6.125% senior notes, due 2029	850,000		—850,000
7.125% MGM China senior notes, due 2031	500,000		—500,000
6.5% senior notes, due 2032	750,000		—750,000
7% debentures, due 2036	552		552
	6,403,119		6,371,852
	6,260,327		6,403,119
Less: Unamortized discounts and debt issuance costs, net	(4130,~~021~~186)		(2841,~~042~~021)
	$	6,~~362~~230,~~098~~141	$	6,~~343~~362,~~810~~098

~~MGM~~Debt ~~China’s senior notes~~ due within one year of the applicable balance sheet date were classified as long-term as ~~MGM~~the ~~China~~Company had both the intent and ability to refinance the ~~notes~~debt on a long-term basis.

	Year Ended December 31,
	2024		2023		2022
	(In thousands)
Total interest incurred	$	445,660	$	463,175	$	595,692
Interest capitalized	(2,430)		(2,882)		(738)
	$	443,230	$	460,293	$	594,954

Interest expense, net consisted of the following:

Senior secured credit facility. In February 2024, the Company amended its revolving facility to increase the facility to $2.3 billion and extend the maturity date to February 2029. The revolving credit facility bears interest of SOFR plus 1.50% to 2.25% determined by reference to a rent adjusted total net leverage ratio pricing grid. At December 31, 2024, no amounts were drawn.


	Year Ended December 31,
	2025		2024		2023
	(In thousands)
Total interest incurred	$	421,143	$	445,660	$	463,175
Interest capitalized	(2,101)		(2,430)		(2,882)
	$	419,042	$	443,230	$	460,293

~~The~~Senior ~~Company’s senior~~ secured credit facility. isIn ~~guaranteed~~February by2024, ~~each of~~ the Company’s ~~existing~~amended ~~direct~~its ~~and~~revolving ~~indirect~~facility ~~wholly-owned~~to ~~material~~increase ~~domestic~~the ~~restricted~~facility ~~subsidiaries, subject~~ to ~~certain exclusions~~$2.3 billion ~~The~~and ~~senior~~extend ~~secured credit facility is secured by a pledge of~~ the ~~equity~~maturity indate ~~certain~~to ofFebruary ~~the Company’s domestic operating properties~~2029. ~~Mandatory~~The ~~prepayments~~revolving ~~will~~credit befacility ~~required~~bears ~~upon~~interest ~~the occurrence~~ of ~~certain~~SOFR ~~events,~~plus ~~including~~a ~~sales~~0.1% ofSOFR ~~certain~~adjustment ~~assets,~~plus ~~subject~~1.50% to ~~certain exceptions~~2.25% ~~The~~determined ~~Company’s~~by ~~senior~~reference ~~secured~~to ~~credit~~a ~~facility~~rent ~~also~~adjusted ~~contains~~total ~~customary~~net ~~representations~~leverage ~~and~~ratio ~~warranties,~~pricing ~~events of default and positive and negative covenants~~grid. ~~The~~At ~~Company was in compliance with its credit facility covenants at~~ December 31, ~~2024~~2025, no amounts were drawn.

~~MGP~~The OPCompany’s senior secured credit facility. Inis ~~April~~guaranteed ~~2022~~by each of the Company’s existing direct and indirect wholly-owned material domestic restricted subsidiaries, ~~MGP~~subject OPto certain exclusions. The senior secured credit facility ~~was~~is ~~derecognized~~secured by a pledge of the equity in ~~connection~~certain ~~with~~of the ~~deconsolidation~~Company’s domestic operating properties. Mandatory prepayments will be required upon the occurrence of ~~MGP~~certain asevents, aincluding ~~result~~sales of ~~the~~certain ~~VICI~~assets, ~~Transaction~~subject to certain exceptions. The Company’s senior secured credit facility also contains customary representations and warranties, events of default and positive and negative covenants. The Company was in compliance with its credit facility covenants at December 31, 2025.

~~MGP~~Senior OPsecured ~~was~~yen ~~party~~credit facility. In October 2025, the Company entered into a senior secured credit facility, which had consisted of a JPY45.2 billion term loan A facility with an option to ~~interest~~increase ~~rate~~the ~~swaps~~amount of the facility up to ~~mitigate~~JPY67.8 billion. The option to increase the ~~effects~~amount of ~~interest~~the ~~rate~~facility ~~volatility~~was ~~inherent~~partially exercised in ~~its~~November ~~variable~~2025, ~~rate~~increasing ~~debt~~the asterm ~~well~~loan asA ~~forecasted~~facility ~~debt~~by ~~issuances~~JPY9.0 billion Into ~~March~~JPY54.2 billion ~~2022,~~(approximately ~~MGP~~$347 million). OPThe ~~terminated~~senior ~~its~~secured yen credit facility bears interest at a fluctuating rate ~~swap~~per ~~agreements~~annum based on the Tokyo Interbank Offered Rate plus 1.75% until the submission of the covenant certificate for the quarter ending March 31, 2026 and then at 1.50% to 2.25%, as determined by a rent adjusted total net leverage ratio pricing grid and will mature in October 2030, provided that if, as of February 2029, the revolving loans or commitments thereof under the Company’s senior secured credit facility remain outstanding and have not been extended, replaced or refinanced with a scheduled maturity date of no earlier than October 23, 2030, then the maturity date will be in February 2029.

76The Company's senior secured yen credit facility is guaranteed by each of the Company’s existing direct and indirect wholly owned material domestic restricted subsidiaries, subject to certain exclusions. The senior secured yen credit facility is secured by a pledge of the equity in certain of the Company's domestic operating properties, subject to receipt of gaming approvals. Mandatory prepayments will be required upon the occurrence of certain events. The Company’s senior secured yen credit facility also contains customary representations and warranties, events of default, and positive and negative covenants.

MGM China ~~first~~ revolving credit facility. AtIn ~~December 31,~~April ~~2024~~2025, MGM China entered into the MGM China ~~first~~ revolving credit facility ~~consisted~~and ofsubsequently arepaid ~~HK$9.75 billion~~in ~~(approximately~~full, ~~$1.3 billion)~~the ~~unsecured~~amounts ~~revolving~~outstanding ~~credit~~under ~~facility.~~the ~~The~~ MGM China first revolving credit facility ~~bears~~with ~~interest~~borrowings atunder athe ~~fluctuating~~MGM ~~rate~~China ~~per~~revolving ~~annum~~credit ~~based on Hong Kong Interbank Offered Rate (“HIBOR”) plus 1~~facility.~~625%~~ toThe ~~2.75%,~~total ascommitments ~~determined~~of bythe MGM China’s ~~leverage~~first ~~ratio.~~revolving Atcredit ~~December~~facility ~~31,~~and ~~2024, the weighted average interest rate was 7.55%. In June 2023,~~ MGM China ~~amended~~second ~~its first~~ revolving credit ~~agreement,~~facility ~~which~~were ~~extended~~cancelled ~~the~~in ~~maturity date to May 2026~~full.

~~The~~At December 31, 2025, the MGM China ~~first~~ revolving credit facility ~~contains~~consisted ~~customary~~of ~~representations~~a ~~and~~HK$23.4 billion ~~warranties,~~(approximately ~~events~~$3.0 billion) ofsenior ~~default,~~unsecured ~~and~~revolving ~~positive~~credit facility, ~~negative~~which matures in April 2030 and ~~financial~~bears ~~covenants,~~interest ~~including~~at ~~that~~a ~~MGM~~fluctuating ~~China~~rate ~~maintains~~per ~~compliance~~annum ~~with~~based aon ~~maximum~~the ~~leverage~~Hong ~~ratio~~Kong ~~and~~Interbank aOffer ~~minimum~~Rate ~~interest~~plus ~~coverage~~1.625% ~~ratio~~to 2.75%, Inas ~~connection~~determined ~~with~~by ~~the~~MGM ~~June~~China’s ~~2023~~leverage ~~amendment~~ratio. At December 31, 2025, the ~~financial~~weighted ~~covenants~~average ~~under~~interest ~~the~~rate was 6.46%. The MGM China ~~first~~ revolving credit facility ~~are~~contains ~~waived~~customary ~~through~~representations ~~December~~and 31warranties, ~~2024~~events ~~and~~of ~~become~~default, ~~effective~~and ~~beginning~~positive, onnegative ~~March~~and 31financial covenants, ~~2025.~~including that MGM China ~~was~~maintains in compliance with ~~its~~a ~~applicable~~maximum leverage ratio and a minimum interest coverage ratio. MGM China ~~first~~was ~~revolving~~in compliance with its credit facility covenants at December 31, ~~2024~~2025.

MGM China second revolving credit facility. At December 31, 2024, the MGM China second revolving credit facility consisted of a HK$5.85 billion (approximately $753 million) unsecured revolving credit facility. The option to increase the amount of the facility was partially exercised in August 2023, increasing the facility by HK$205 million (approximately $26 million); in October 2023, increasing the facility by HK$1.17 billion (approximately $151 million); and in December 2023, increasing the facility by HK$100 million (approximately $13 million). The option to increase the amount of the facility was further exercised in May 2024, increasing the facility by HK$1.26 billion (approximately $162 million) to its full capacity of HK$5.85 billion. At December 31, 2024, no amounts were drawn on the MGM China second revolving credit facility.

In June 2023, MGM China amended its second revolving credit agreement, which extended the maturity date to May 2026, increased the amount to which MGM China may upsize the facility, and removed the requirement for the MGM China first revolving credit facility to be fully drawn prior to utilizing the MGM China second revolving credit facility. The MGM China second credit facility bears interest at a fluctuating rate per annum based on HIBOR plus 1.625% to 2.75%, as determined by MGM China’s leverage ratio.

The MGM China second revolving credit facility contains customary representations and warranties, events of default, and positive, negative and financial covenants, including that MGM China maintains compliance with a maximum leverage ratio and a minimum interest coverage ratio. In connection with the June 2023 amendment, the financial covenants under the MGM China second revolving credit facility are waived through December 31, 2024 and become effective beginning on March 31, 2025. MGM China was in compliance with its applicable MGM China second revolving credit facility covenants at December 31, 2024.

LeoVegas revolving credit facility. Upon the Company’s acquisition of LeoVegas, the LeoVegas revolving credit facility consisted of a €40 million revolving facility, which was fully drawn. The LeoVegas revolving credit facility contained a change-of-control provision which required repayment of the facility within 60 days following a change-of-control event. As the Company’s acquisition of LeoVegas triggered the change-of-control provision, the revolving credit facility was fully repaid in November 2022.

Senior notes. In September 2024, the Company issued $850 million in aggregate principal amount of 6.125% notes due 2029. The Company used the net proceeds from the offering to fund the early redemption of its $675 million in aggregate principal amount of 5.75% notes due 2025 at a redemption price of 100.607% in October 2024, with the remainder primarily used for general corporate purposes.

In April 2024, the Company issued $750 million in aggregate principal amount of 6.5% notes due 2032. The Company used the net proceeds from the offering to fund the early redemption of its $750 million in aggregate principal amount of 6.75% notes due 2025 in May 2024.

In March 2023, the Company repaid its $1.25 billion 6% notes due 2023 upon maturity.

MGM China senior notes. In ~~March~~June ~~2022~~2025, ~~the~~MGM ~~Company~~China repaid its $~~1.0~~500 ~~billion~~million 7in aggregate principal amount of 5.7525% notes due ~~2022~~2025 ~~upon~~with ~~maturity.~~borrowings under the MGM China revolving credit facility.

~~MGP OP senior notes.~~ In ~~April~~June ~~2022~~2024, ~~MGP~~MGM OPChina ~~senior~~issued ~~secured~~$500 million ~~credit facility and the senior notes of MGP OP were derecognized~~ in ~~connection~~aggregate ~~with~~principal ~~the~~amount ~~deconsolidation~~ of ~~MGP~~7.125% asnotes adue ~~result of the VICI Transaction~~2031.

MGM China senior notes. In June 2024, MGM China issued $500 million in aggregate principal amount of 7.125% notes due 2031.

In May 2024, MGM China repaid its $750 million in aggregate principal amount of 5.375% notes due 2024.

LeoVegas senior notes. Upon the Company’s acquisition of LeoVegas in 2022, LeoVegas had senior unsecured notes of SEK 700 million (approximately $65 million) in aggregate principal outstanding with an option to increase the issuance to SEK 800 million (approximately $74 million). The senior unsecured notes contained change-of-control provisions which provided for the holders to request that all or a portion of the principal amount held be repurchased at a price of 101%, together with accrued interest, during a period following notice. In ~~connection with the change-of-control provisions, an aggregate of SEK 319 million (approximately $30 million) of senior unsecured notes were repurchased in November and December 2022. In~~ August 2023, LeoVegas repaid its ~~remaining outstanding~~ senior unsecured notes totaling ~~SEK 382~~SEK382 million (approximately $36 million).

Maturities of long-term debt. The maturities of the principal amount of the Company’s long-term debt as of December 31, ~~2024~~2025 were as follows:

Year ending December 31,	(In thousands)
2025	$	500,000
2026	$	1,150,000
2026	1,627,567
2027	1,425,000
2028	750,000
2029	850,000
2030	834,775
Thereafter	1,250,552
	$	6,~~403~~260,~~119~~327

Fair value of long-term debt. The estimated fair value of the Company’s long-term debt was $6.3 billion for each of the years ended December 31, ~~2024~~2025 and ~~2023~~2024.

NOTE 10 — INCOME TAXES

The Company recognizes deferred income tax assets, net of applicable reserves, related to net operating losses, tax credit carryforwards and certain temporary differences. The Company recognizes future tax benefits to the extent that realization of such benefit is more likely than not. Otherwise, a valuation allowance is applied.

The domestic and foreign components of income before income taxes were as follows:

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
	(In thousands)
Domestic operations	$	~~256~~(237,~~890~~067)	$	1256,~~214,888~~890	$	41,~~251~~214,~~418~~888
Foreign operations	~~860~~517,~~175~~846		~~257~~860,~~875~~175		(3257,~~347,619)~~875
	$	1280,~~117,065~~779	$	1,~~472~~117,~~763~~065	$	~~903~~1,~~799~~472,763

7873

The components of the provision for (benefit from) income taxes were as follows:

Year Ended December 31,

2024

2023

2022

2025

2024

2023

Federal:

(In thousands)

Current

~~126~~(17,~~933~~647)

~~259~~126,~~128~~933

~~206~~259,~~426~~128

Deferred (excluding separate components)

~~(22~~113,~~919)~~941

48(22,~~363~~919)

~~678~~48,~~371~~363

Deferred – valuation allowance change

(9283,~~506~~694)

(~~153~~9,~~768~~506)

(5153,~~346~~768)

Other noncurrent

1(13,~~458~~658)

~~(10~~1,~~969)~~458

(1810,~~326~~969)

Provision for federal income taxes

95,966

142,754

861,125

(Benefit) provision for federal income taxes

(201,058)

95,966

142,754

State:

Current

1032,~~477~~865

2410,~~931~~477

1024,~~389~~931

Deferred (excluding separate components)

(328,~~731~~878)

(113,~~206~~731)

33(11,~~878~~206)

Deferred – operating loss carryforward

~~(880)~~4,150

~~12,219~~(880)

1512,~~442~~219

Deferred – valuation allowance change

3(1,~~177~~020)

23,~~140~~177

2,~~345~~140

Provision for state income taxes

97,~~043~~117

289,~~084~~043

6228,~~054~~084

Foreign:

Current

(23,~~363)~~423

(~~223~~2,363)

~~2,259~~(223)

Deferred (excluding separate components)

(472,~~250~~232)

(54,~~611~~250)

(~~311~~5,~~614~~611)

Deferred – operating loss carryforward

(3910,~~769~~807)

57(39,~~485~~769)

(657,~~331)~~485

Deferred – valuation allowance change

(633,~~170)~~464

(646,~~650~~170)

89(64,~~575~~650)

Benefit for foreign income taxes

(5246,~~552~~152)

(1252,~~999~~552)

(~~226~~12,~~111~~999)

52(240,~~457~~093)

~~157~~52,~~839~~457

~~697~~157,~~068~~839

	Year Ended December 31,
	2024		2023		2022
Federal income tax statutory rate	21.0	%	21.0	%	21.0	%
Noncontrolling interest	(0.2)		(0.1)		(2.4)
Foreign income/losses taxed at other than U.S. statutory rate	(19.5)		(3.6)		53.3
Federal valuation allowance	(0.9)		(10.4)		(0.6)
State taxes, net	0.6		1.5		5.5
General business credits	(1.5)		(1.2)		(1.5)
Incremental U.S. tax on foreign earnings	4.5		2.4		—
Permanent and other items	0.7		1.1		1.8
	4.7	%	10.7	%	77.1	%

79A reconciliation of the federal income tax statutory rate and the Company’s effective tax rate for the year ended December 31, 2025 was as follows (in thousands, except percentages):

	December 31,
	Year ended December 31, 2025
	2024		2023
	Amount		Percent
Deferred tax assets – federal and state:	(In thousands)
U.S. federal statutory rate	$	58,965	21.0		%
Net operating loss carryforward	$	14,193	$	13,498
State and local income taxes, net of federal income tax effect1	6,248		2.2		%
Accruals, reserves and other	66,328		52,854
Foreign tax effects
Lease liabilities	5,750,744		5,703,953
Macau
Tax credits	1,008,363		1,788,001
Statutory tax rate differential	(75,044)		(26.7)		%
	6,839,628		7,558,306
Tax holiday benefit	(144,831)		(51.6)		%
Less: Valuation allowance	(867,416)		(1,598,291)
Other	(7,478)		(2.7)		%
	5,972,212		5,960,015
Brazil
Deferred tax assets – foreign:
Statutory tax rate differential	(7,505)		(2.7)		%
Net operating loss carryforward	180,970		141,201
Changes in valuation allowance	20,217		7.2		%
Accruals, reserves and other	6,673		9,266
Other	(588)		(0.2)		%
Property and equipment	37,832		33,944
Hong Kong	40,868		14.6		%
Lease liabilities	1,488		1,270
Malta	23,513		8.4		%
	226,963		185,681
Other foreign jurisdictions	10,939		3.9		%
Less: Valuation allowance	(173,984)		(180,155)
Effects of cross-border tax laws	12,682		4.5		%
	52,979		5,526
Tax credits	(16,486)		(5.9)		%
Total deferred tax assets	$	6,025,191	$	5,965,541
Changes in valuation allowance	(283,694)		(101.0)		%
Deferred tax liabilities – federal and state:
Nontaxable and nondeductible items
Property and equipment	$	(438,455)	$	(389,854)
Foreign currency transaction gain or loss	60,501		21.5		%
Investments in unconsolidated affiliates	(583,865)		(584,448)
Goodwill impairment	53,788		19.2		%
Investment in equity securities	(2,232,601)		(2,234,754)
Other	25,997		9.3		%
ROU assets	(5,283,821)		(5,390,561)
Other adjustments	(18,185)		(6.5)		%
Intangibles	(237,107)		(197,893)
Effective tax rate	$	(240,093)	(85.5)		%
	(8,775,849)		(8,797,510)
Deferred tax liabilities – foreign:
Intangibles	(21,414)		(29,028)
	(21,414)		(29,028)
Total deferred tax liability	(8,797,263)		(8,826,538)
Net deferred tax liability	$	(2,772,072)	$	(2,860,997)

1State taxes in New Jersey comprise the majority (greater than 50 percent) of the tax effect in this category.

A reconciliation of the federal income tax statutory rate and the Company’s effective tax rate was as follows:


	Year Ended December 31,
	2024		2023
Federal income tax statutory rate	21.0	%	21.0	%
Noncontrolling interest	(0.2)		(0.1)
Foreign income/losses taxed at other than U.S. statutory rate	(19.5)		(3.6)
Federal valuation allowance	(0.9)		(10.4)
State taxes, net	0.6		1.5
General business credits	(1.5)		(1.2)
Incremental U.S. tax on foreign earnings	4.5		2.4
Permanent and other items	0.7		1.1
	4.7	%	10.7	%

The tax-effected components of the Company’s net deferred tax liability were as follows:


	December 31,
	2025		2024
Deferred tax assets – federal and state:	(In thousands)
Net operating loss carryforward	$	10,915	$	14,193
Accruals, reserves and other	52,615		66,328
Lease liabilities	5,732,208		5,750,744
Tax credits	334,468		1,008,363
Intangibles	95,100		—
	6,225,306		6,839,628
Less: Valuation allowance	(277,391)		(867,416)
	5,947,915		5,972,212
Deferred tax assets – foreign:
Net operating loss carryforward	191,777		180,970
Accruals, reserves and other	9,049		6,673
Property and equipment	39,059		37,832
Lease liabilities	207		1,488
	240,092		226,963
Less: Valuation allowance	(144,108)		(173,984)
	95,984		52,979
Total deferred tax assets	$	6,043,899	$	6,025,191
Deferred tax liabilities – federal and state:
Property and equipment	$	(548,951)	$	(438,455)
Investments in unconsolidated affiliates	(585,266)		(583,865)
Investment in equity securities	(2,234,665)		(2,232,601)
ROU assets	(5,187,169)		(5,283,821)
Intangibles	—		(237,107)
	(8,556,051)		(8,775,849)
Deferred tax liabilities – foreign:
Intangibles	(15,123)		(21,414)
	(15,123)		(21,414)
Total deferred tax liability	(8,571,174)		(8,797,263)
Net deferred tax liability	$	(2,527,275)	$	(2,772,072)

A reconciliation of income taxes paid (refunds received), net was as follows:


	Year Ended December 31,
		2025

U.S. federal		$	(53,373)
U.S. state and local		19,519
Foreign		(765)
Income tax refunds received, net		$	(34,619)

For the years ended December 31, 2024 and 2023, income taxes paid, net was $267 million and $344 million, respectively.

Deferred income tax valuation allowance consisted of the following:

	Balance at Beginning of Period		Increase		Decrease		Balance at End of Period
Deferred income tax valuation allowance:	(In thousands)
Year Ended December 31, 2024	$	1,778,446	$	—	$	(737,046)	$	1,041,400
Year Ended December 31, 2025	$	1,041,400	$	—	$	(619,901)	$	421,499
Year Ended December 31, 2024	1,778,446		—		(737,046)		1,041,400
Year Ended December 31, 2023	2,886,575		—		(1,108,129)		1,778,446
Year Ended December 31, 2022	2,884,262		2,313		—		2,886,575

The Company has recorded a valuation allowance of $~~855~~265 million on its foreign tax credit (“FTC”) carryover of $~~1.0~~334 ~~billion~~million as of December 31, ~~2024~~2025, resulting in an FTC net deferred tax asset of approximately $~~153~~69 million. The FTCs are attributable to the Macau Special Gaming Tax, which is 35% of gross gaming revenue in Macau. The Company believes payment of the Macau Special Gaming Tax qualifies as a tax paid in lieu of an income tax that is creditable against U.S. taxes. While the Company generally does not expect to generate new FTC carryovers after the year ended December 31, 2017, it will be able to utilize its existing FTC carryovers only to the extent it has active foreign source income during the applicable 10-year FTC carryforward period. The Company relies on future U.S.-source operating income in assessing, future FTC realization during the applicable 10-year FTC carryover period. The FTC carryovers will expire if not utilized as follows: $134 million in 2026 and $200 million in 2027.

future FTC realization during the applicable 10-year FTC carryover period. The FTC carryovers will expire if not utilized as follows: $674 million in 2025; $134 million in 2026; and $200 million in 2027.

The Company’s assessment of the realization of its FTC deferred tax asset is based on available evidence, including assumptions concerning future U.S. operating profits and foreign source income. As a result, significant judgment is required in assessing the possible need for a valuation allowance and changes to such assumptions could result in a material change in the valuation allowance with a corresponding impact on the provision for income taxes in the period including such change.

OnAt ~~January 29~~December 31, ~~2024~~2025, ~~MGM~~gross ~~Grand~~foreign ~~Paradise~~net ~~was~~operating ~~granted~~loss ancarryforwards ~~extension~~consisted ofprimarily ~~its Complementary Tax Exemption for the period~~ of ~~January~~a 1,complementary ~~2023 through December 31, 2027. The measurement of Macau deferred~~ tax ~~assets~~exempt ~~and~~net ~~liabilities~~operating asloss of(“NOL”) ~~December~~carryforward ~~31, 2023 was based on enacted law as~~ of ~~that~~$1.1 billion ~~date~~at ~~and assumed~~ MGM Grand Paradise ~~would~~resulting ~~pay~~from ~~the complementary tax on~~ non-gaming ~~profits~~operations ~~for~~that ~~all~~will ~~periods~~expire ~~beyond~~if ~~December~~not ~~31,~~utilized ~~2022.~~in ~~The~~years ~~impact~~2026 ofthrough ~~the retroactive Complementary Tax Exemption was reversed in 2024~~2028.

AtAs of December 31, ~~2024~~2025, ~~gross~~there ~~foreign~~is ~~net~~a ~~operating~~$144 million ~~loss~~valuation ~~carryforwards~~allowance ~~consisted~~on ~~primarily~~certain offoreign adeferred ~~complementary~~ tax ~~exempt~~assets, ~~net~~which ~~operating~~relates ~~loss~~primarily ~~(“NOL”)~~to ~~carryforward of $1.3 billion at~~ MGM Grand Paradise’s ~~resulting from non-gaming operations that will expire if not utilized in years 2025 through 2027~~NOLs.

AsThe Company has NOLs in some of the states in which it operates that total $171 million as of December 31, ~~2024~~2025, ~~there~~which isequates ato deferred tax assets of $~~174~~11 million after federal tax effect and before valuation allowance. onThe ~~certain~~NOL ~~foreign~~carryforwards ~~deferred~~in ~~tax~~most ~~assets~~of the states will expire, ~~which~~if ~~relates~~not ~~primarily~~utilized, tobetween ~~MGM~~2030 ~~Grand~~through ~~Paradise’s~~2044. Otherwise, the NOL carryforward can be carried forward indefinitely. The Company has provided a valuation allowance of $12 million on its state deferred tax assets, including the NOLs described above.

The ~~Company~~total ~~has~~amount ~~NOLs in some~~ of ~~the~~unrecognized ~~states~~tax inbenefits ~~which it operates~~ that, ~~total~~if ~~$234 million as of December 31~~recognized, ~~2024,~~would ~~which~~affect ~~equates~~the toeffective ~~deferred~~ tax ~~assets~~rate ofwas ~~$14 million~~not ~~after~~material ~~federal~~at ~~tax~~December 31, ~~effect~~2025 and ~~before~~2024, ~~valuation allowance~~respectively. The ~~NOL~~Company ~~carryforwards~~recognizes ininterest ~~most~~and ofpenalties ~~the~~related ~~states~~to ~~will~~unrecognized ~~expire,~~tax ifbenefits ~~not~~as ~~utilized,~~well ~~between~~as ~~2025~~overpayments ~~through~~and ~~2042.~~underpayment ~~Otherwise,~~of ~~the~~income ~~NOL~~taxes ~~carryforward~~in ~~can~~income betax ~~carried~~expense, ~~forward~~which ~~indefinitely.~~were ~~The~~not ~~Company~~material ~~has~~for ~~provided~~each ~~a valuation allowance~~ of ~~$12 million on some of its state deferred tax assets for~~ the ~~NOLs~~periods ~~described above~~presented.

The ~~total~~Company ~~amount~~files ofincome ~~unrecognized~~ tax ~~benefits~~returns ~~that,~~in ifthe ~~recognized~~U.S. federal jurisdiction, ~~would~~various ~~affect~~state ~~the~~and ~~effective~~local ~~tax~~jurisdictions, ~~rate~~and ~~was~~foreign ~~not~~jurisdictions. ~~material~~As atof December 31, ~~2024~~2025, ~~and~~the ~~2023~~federal, ~~respectively.~~state, ~~The~~and ~~Company~~local ~~recognizes~~tax ~~interest~~jurisdictions ~~and~~in ~~penalties~~which ~~related~~the toCompany ~~unrecognized~~files tax ~~benefits~~returns asgenerally ~~well~~cannot asassess ~~overpayments~~tax ~~and~~with ~~underpayment~~respect ofto ~~income~~years ~~taxes~~ended inprior ~~income~~to ~~tax~~2021. ~~expense~~However, ~~which~~

Filing Compare · MGM Resorts International