MGM Resorts International (MGM) 10-K risk factor changes: FY2024 vs FY2023

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

- Co-investing in properties or businesses, including our investment in [removed: BetMGM,] [added: BetMGM North America Venture,] decreases our ability to manage risk.

- 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 [added: 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.]

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 [removed: operations] [added: operations, development options,] and financial results and impact our ability to satisfy our obligations. As of December 31, [removed: 2023,] [added: 2024,] we had approximately $6.4 billion of principal amount of indebtedness outstanding on a consolidated basis, including [removed: $3.1] [added: $3.0] billion of outstanding indebtedness of MGM China.

[removed: 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.

If we do not have sufficient cash on [removed: hand,] [added: 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.

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 [removed: 12 to the accompanying consolidated financial statements.][added: 12.]

There can be no assurance, however, that MGM Grand Paradise will have sufficient cash on hand to fund these obligations, including [removed: any] [added: the] increased investment [removed: amounts to the extent they are triggered in the future,] [added: amounts,] or that it would be able to obtain financing to fund these obligations on satisfactory terms or at all.

[added: 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.

In addition, we have a significant amount of indebtedness maturing in [removed: 2025,] [added: 2026,] and thereafter.

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 [removed: triple-net] [added: triple net] lease agreements, which leases are also subject to annual escalators as described elsewhere in this Annual Report on Form 10-K.

We have also seen significant expansion across the United States [added: 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.

We participate in the [removed: domestic] iGaming and online sports betting market through our [added: MGM Digital segment and through our] venture, [removed: BetMGM,] [added: BetMGM North America Venture, both of] which [removed: faces] [added: face] significant competition from other industry participants as well as the broader gaming and entertainment industries.

If [removed: BetMGM is] [added: our digital businesses are] unable to sustain or grow interest in [removed: its] [added: their] offerings [removed: it] [added: 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 [removed: investment.][added: investments.]

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 [removed: business] [added: business, our business, financial condition, results of operations] and [removed: replace revenue previously obtained through][added: cash flows could be adversely affected.]

Adverse macroeconomic conditions, including inflation, economic contraction, economic [removed: uncertainty] [added: 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.

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 [removed: patacas] [added: 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.

[removed: If transportation facilities to and] from Macau are inadequate to meet the demands of an increased volume of customers visiting Macau, the desirability of Macau as a travel destination, as well as the results of operations at our developments in Macau, could be negatively impacted.

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 [removed: triple-net] [added: 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.

While gaming debts evidenced by markers and judgments on gaming debts are enforceable under the current laws of [added: 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.]

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 [removed: 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.]

Co-investing in properties or businesses, including our investment in [removed: BetMGM,] [added: BetMGM North America Venture,] 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.

For example, we share control of BetMGM [added: North America Venture] with our venture partner, Entain plc (“Entain”), with all major operating, investing and financial activities requiring the consent of both members.

If we and Entain are unable to support the future funding of [removed: BetMGM,] [added: BetMGM North America Venture,] then BetMGM [added: 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 [added: operate the same.]

[removed: Any of our future construction, development or expansion] projects, such as our proposed integrated resort in Japan and the potential for full-scale commercial gaming at Empire City, will be subject to a number of risks, including:

- pricing inflation, including wage [removed: inflation, in key supply markets;][added: inflation;]

[removed: 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.

For example, while we have a policy of entering into agreements with (or imposing other restrictions on) our employees, independent [removed: contracts,] [added: 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.

As of December 31, [removed: 2023,] [added: 2024,] approximately [removed: 37,000] [added: 38,000] of our employees are covered by collective bargaining [removed: agreements.][added: agreements, some of which will expire in 2025.]

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 [added: agreements.]

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 [removed: 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.]

Other jurisdictions including [removed: Canada] [added: Canada, Brazil,] and China have also amended or [added: adopted new privacy laws and/or requirements which often include similar requirements and obligations.]

[removed: A cybersecurity incident also could] 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 [removed: obtained] [added: may have accessed] certain personal information of some of our customers (the “Cybersecurity Issue”).

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 [removed: if we fail to act responsibly in several areas] [added: 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 [removed: reputation] [added: reputation, or negative incidents involving us, our workforce, and others with whom we do business,] could further impact employee engagement and [removed: retention and] [added: retention,] the willingness of customers and our partners to do business with us, [added: 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.

Such extreme weather conditions may interrupt our operations or the operations of critical suppliers, damage our properties, and [added: reduce the number of customers who visit our facilities in such areas.]

[removed: Changes in] [added: Similar] federal, state, [added: local,] and [removed: local] [added: international] legislation and regulation based on concerns about climate change could result in increased regulatory costs, which may include capital expenditures on our existing properties to ensure compliance with any new or updated regulations, which may potentially adversely affect our operations.

As such, our gaming regulators can require us to disassociate ourselves from suppliers or business [removed: partners found unsuitable by the regulators or, alternatively, cease operations in that jurisdiction.]

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

The terms of each guarantee provide that, after the lenders have exhausted certain remedies to collect on the

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.

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 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.

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.

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.

If transportation facilities to and

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.

Any of our future construction, development or expansion

Furthermore, our triple net leases require us to maintain specified insurance coverage.

While our business as a whole is not

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.

- 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;

- 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;

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

such jurisdictions or markets may be affected by future developments in state/regional, national and/or supranational policy and regulation, limitations on market access, competition from third parties and other factors that we are unable to predict, and which are beyond our control.

As a result, there can be no assurance that we will be successful in expanding digital business into such jurisdictions or markets or that our service and product offerings in such jurisdictions or markets will grow at expected rates or be successful in the long term.

In addition to the numerous other states with privacy laws, new privacy requirements go into effect in 2025 in Delaware, Iowa, Maryland, Minnesota, Nebraska, New Hampshire, New Jersey, and Tennessee.

In 2026, additional privacy requirements will go into effect in states including, Indiana, Kentucky, and Rhode Island.

The rapid evolution and increased adoption of artificial intelligence technologies amplifies these concerns.

A cybersecurity incident also could

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 regulation has been voluntarily stayed by the SEC pending judicial review, 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.

partners found unsuitable by the regulators or, alternatively, cease operations in that jurisdiction.

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.

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.

Similarly, development projects, including any potential future development of an integrated resort in Japan, strategic initiatives, including positioning BetMGM as a leader in online

use of gaming promoters, our business, financial condition, results of operations and cash flows could be adversely affected.

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.

operate the same.

Furthermore, our leases covering the MGM Grand Las Vegas & Mandalay Bay, Bellagio, Aria & Vdara, and The Cosmopolitan all require us to maintain specified insurance coverage.

agreements.

- assuming contingent liabilities;

In addition, new privacy requirements went into effect in 2023 in Colorado, Connecticut, Utah, and Virginia.

adopted new privacy laws and/or requirements which often include similar requirements and obligations.

reduce the number of customers who visit our facilities in such areas.

building codes, and marketing and advertising.

profits and foreign source income.

We are also exposed to a variety of market risks, including the effects of changes in foreign currency exchange rates.

If the United States dollar strengthens in relation to the currencies of other countries, our United States dollar reported income from sources where revenue is denominated in the currencies of other such countries will decrease.

*This management’s discussion and analysis of financial condition and results of operations includes discussion as of and for the year ended December 31, [removed: 2023] [added: 2024] compared to December 31, [removed: 2022.][added: 2023.]

Discussion of our financial condition and results of operations as of and for the year ended December 31, [removed: 2022] [added: 2023] compared to December 31, [removed: 2021] [added: 2022] can be found in our Annual Report on Form 10-K* *for the fiscal year ended December 31, [removed: 2022,] [added: 2023,] filed with the Securities and Exchange Commission (“SEC”) on February [removed: 24, 2023.*][added: 23, 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.*]

Our primary business is the operation of casino properties, which offer gaming, hotel, convention, dining, entertainment, retail and other resort [removed: amenities.][added: 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 [removed: triple-net] [added: triple net] lease agreements.

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 [removed: China, as described in further detail below.][added: China.]

- In July 2018, we and Entain formed [removed: BetMGM.][added: BetMGM North America Venture.]

In connection with its formation, we provided BetMGM [added: 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 [added: North America Venture] with exclusive access to its technology in the United States.

[removed: Additionally, we entered into] a lease agreement for the real estate assets of The Cosmopolitan.

The Cybersecurity Issue, together with the incident response [removed: efforts discussed above,] [added: efforts,] resulted in some disruptions to our business operations [removed: primarily during the third quarter of 2023] and we also incurred expenses for technology consulting services, legal fees and other third-party advisors in connection with this [removed: issue during the second half of 2023,] [added: issue,] which were not material to our 2023 results.

During the year ended December 31, [removed: 2023,] [added: 2024,] Las Vegas visitor volume increased [removed: 5%] [added: 2%] compared to [removed: 2022] [added: 2023] according to information published by the Las Vegas Convention and Visitors [removed: Authority.][added: 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.]

During the year ended December 31, [removed: 2023,] [added: 2024,] Macau visitor arrivals increased [removed: 395%] [added: 24%] compared to [removed: 2022] [added: 2023] according to statistics published by the Statistics and Census Service of the Macau Government, as [removed: 2022] [added: 2024] was [removed: more negatively] [added: positively] affected by [added: the continued recovery after the removal of COVID-19 related] travel and entry [removed: restrictions in Macau than in 2023.][added: restrictions.]

[removed: - Gaming revenue indicators: table games drop and slots handle (volume] indicators); “win” or “hold” percentage, which is not fully controllable by us.

- Hotel revenue indicators (for Las Vegas Strip [removed: Resorts):] [added: 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).

The following table summarizes our [added: consolidated] operating results:

| | | | [removed: | | |] Year Ended December [removed: 31, | | | | | | | | | | | |] [added: 31, 2024] | | |

| | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net revenues | | | | | | $ | [removed: 16,164,249] [added: 17,240,545] | | | | | $ | [removed: 13,127,485] [added: 16,164,249] | | | | | $ | [removed: 9,680,140] [added: 13,127,485] | |

| Operating income | | | | | | [removed: 1,891,497] [added: 1,490,456] | | | | | | [removed: 1,439,372] [added: 1,891,497] | | | | | | [removed: 2,278,699] [added: 1,439,372] | | |

| Net income | | | | | | [removed: 1,314,924] [added: 1,064,608] | | | | | | [removed: 206,731] [added: 1,314,924] | | | | | | [removed: 1,208,389] [added: 206,731] | | |

| Net income attributable to MGM Resorts International | | | | | | [removed: 1,142,180] [added: 746,558] | | | | | | [removed: 1,473,093] [added: 1,142,180] | | | | | | [removed: 1,254,370] [added: 1,473,093] | | |

Consolidated net revenues increased [removed: 23%] [added: 7%] in [removed: 2023] [added: 2024] compared to [removed: 2022] [added: 2023] due primarily to MGM China increasing [removed: 368%] [added: 28%, MGM Digital increasing 28%,] and our [removed: Las Vegas Strip Resorts increasing 5%, partially offset by] Regional Operations [removed: decreasing 4%,] [added: increasing 1%, each as] compared to [removed: 2022,] [added: 2023 and] as discussed below.

The [removed: increase] [added: decrease] was due primarily to the [removed: increase in net revenues, discussed above, a $2.7 billion decrease in depreciation and amortization expense, and a] $399 million gain in the [removed: current] [added: prior] year period related to the sale of the operations of Gold Strike Tunica recorded in property transactions, net, [added: an increase in payroll related expenses, gaming taxes, and promotional expense,] partially offset by [removed: a $2.3 billion gain related to] the [removed: VICI Transaction and a $1.1 billion gain on the sale of the operations of The Mirage recorded in property transactions, net in 2022, as well as a current year] increase in [removed: rent expense recorded within general and administrative expense primarily related to the VICI and The Cosmopolitan leases, which commenced in April 2022 and May 2022, respectively.][added: net revenues discussed above.]

| Casino | | | | | | $ | [removed: 2,127,612] [added: 1,960,146] | | | | | $ | [removed: 2,104,096] [added: 2,127,612] | | | | | $ | [removed: 1,549,419] [added: 2,104,096] | |

| Rooms | | | | | | [removed: 3,027,668] [added: 3,159,497] | | | | | | [removed: 2,729,715] [added: 3,027,668] | | | | | | [removed: 1,402,712] [added: 2,729,715] | | |

| Food and beverage | | | | | | [removed: 2,289,812] [added: 2,356,718] | | | | | | [removed: 2,125,738] [added: 2,289,812] | | | | | | [removed: 1,015,366] [added: 2,125,738] | | |

| Entertainment, retail and other | | | | | | [removed: 1,354,054] [added: 1,339,752] | | | | | | [removed: 1,438,823] [added: 1,354,054] | | | | | | [removed: 769,688] [added: 1,438,823] | | |

| | | | | | | [removed: 8,799,146] [added: 8,816,113] | | | | | | [removed: 8,398,372] [added: 8,799,146] | | | | | | [removed: 4,737,185] [added: 8,398,372] | | |

| Casino | | | | | | [removed: 2,712,205] [added: 2,737,778] | | | | | | [removed: 2,901,072] [added: 2,712,205] | | | | | | [removed: 2,721,515] [added: 2,901,072] | | |

| Rooms | | | | | | [removed: 296,100] [added: 304,322] | | | | | | [removed: 284,213] [added: 296,100] | | | | | | [removed: 220,828] [added: 284,213] | | |

| Food and beverage | | | | | | [removed: 440,002] [added: 456,129] | | | | | | [removed: 429,188] [added: 440,002] | | | | | | [removed: 307,750] [added: 429,188] | | |

| Entertainment, retail and [removed: other, and reimbursed costs] [added: other] | | | | | | [removed: 222,002] [added: 222,093] | | | | | | [removed: 201,412] [added: 222,002] | | | | | | [removed: 142,270] [added: 201,412] | | |

| | | | | | | [removed: 3,670,309] [added: 3,720,322] | | | | | | [removed: 3,815,885] [added: 3,670,309] | | | | | | [removed: 3,392,363] [added: 3,815,885] | | |

| Casino | | | | | | [removed: 2,787,837] [added: 3,496,697] | | | | | | [removed: 567,573] [added: 2,787,837] | | | | | | [removed: 1,057,962] [added: 567,573] | | |

| Rooms | | | | | | [removed: 177,158] [added: 217,798] | | | | | | [removed: 43,216] [added: 177,158] | | | | | | [removed: 66,498] [added: 43,216] | | |

| Food and beverage | | | | | | [removed: 161,669] [added: 265,883] | | | | | | [removed: 49,312] [added: 161,669] | | | | | | [removed: 68,489] [added: 49,312] | | |

| Entertainment, retail and other | | | | | | [removed: 26,945] [added: 42,006] | | | | | | [removed: 13,492] [added: 26,945] | | | | | | [removed: 17,812] [added: 13,492] | | |

| | | | | | | [removed: 3,153,609] [added: 4,022,384] | | | | | | [removed: 673,593] [added: 3,153,609] | | | | | | [removed: 1,210,761] [added: 673,593] | | |

| | | | | | | $ | [removed: 16,164,249] [added: 17,240,545] | | | | | $ | [removed: 13,127,485] [added: 16,164,249] | | | | | $ | [removed: 9,680,140] [added: 13,127,485] | |

Las Vegas Strip Resorts net revenues for [removed: 2023 increased 5%] [added: 2024 were flat] compared to [removed: 2022] [added: 2023] due primarily to [removed: a full year of net revenues related to The Cosmopolitan and] an increase in [removed: non-gaming revenues as discussed below, partially] [added: rooms revenue and food and beverage revenue in the current year period,] offset by [removed: the disposition of The Mirage.][added: a decrease in casino revenue, each discussed below.]

| Table games drop | | | | | | $ | [removed: 6,215] [added: 6,028] | | | | | $ | [removed: 5,804] [added: 6,215] | | | | | $ | [removed: 3,597] [added: 5,804] | |

Preliminary construction began on the site of the future resort in 2024.

Additionally, we entered into

We have cybersecurity insurance from which we began to receive proceeds in 2024.

- 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

“Win” or “hold” percentages represent the net amount of gaming wins and losses in relation to table games drop or slot handle; and

Consolidated operating income decreased 21% in 2024 compared to 2023.

| MGM Digital | | | | | | | | | | | | | | | | | | | | |

| Casino | | | | | | 552,012 | | | | | | 432,146 | | | | | | 133,435 | | |

| Reportable segment net revenues | | | | | | 17,110,831 | | | | | | 16,055,210 | | | | | | 13,021,285 | | |

| Corporate and other | | | | | | 129,714 | | | | | | 109,039 | | | | | | 106,200 | | |

Las Vegas Strip Resorts casino revenue decreased 8% in 2024 compared to 2023 due primarily to a decrease in table games drop and win percentage.

| | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

Las Vegas Strip Resorts rooms revenue increased 4% in 2024 compared to 2023 due primarily to an increase in RevPAR.

| | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

MGM Digital

MGM Digital net revenues increased 28% in 2024 compared to 2023 due primarily to entry into new markets in the current year.

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.

| | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| MGM Digital | | | | | | (77,227) | | | | | | (32,424) | | | | | | 414 | | |

| Corporate and other(1) | | | | | | (2,849,157) | | | | | | (2,822,620) | | | | | | (2,625,662) | | |

| Consolidated Adjusted EBITDA | | | | | | $ | 2,410,841 | | | | | $ | 2,335,527 | | | | | $ | 1,608,554 | |

See Note 11 for discussion of our leases.

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

MGM China’s Segment Adjusted EBITDAR increased 25% in 2024 compared to 2023 due primarily to the increase in casino revenues.

MGM China’s Segment Adjusted EBITDAR margin decreased to 27.0% in 2024 compared to 27.5% in 2023 due primarily to the increase in promotional expense and in lower margin non-gaming revenues, partially offset by the increase in casino revenues in 2024, discussed above.

MGM Digital

MGM Digital’s Segment Adjusted EBITDAR loss was $77 million in 2024 compared to $32 million 2023.

The change was due primarily to the increase in marketing costs due to entry into new markets, partially offset by the increase in revenues in 2024.

| | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| BetMGM North America Venture | | | | | | (110,079) | | | | | | (90,894) | | | | | | (234,464) | | |

| | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

The decrease from 2023 is due primarily to a decrease in weighted average outstanding debt.

| | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

Our effective rate for 2024 was favorably impacted primarily by an increase in Macau gaming profits which are exempt from complementary tax and a decrease in the valuation allowance for Macau deferred tax assets.

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.

Upon discovery of the Cybersecurity Issue, we shut down certain systems to mitigate risk to customer information, which resulted in operational disruptions at our domestic properties during the third quarter of 2023.

Based on our investigation, we believe that the unauthorized activity has been contained.

We determined that the criminal actors obtained, for some of our customers, personal information (including name, contact information (such as phone number, email address and postal address), gender, date of birth and driver’s license numbers).

For a limited number of customers, Social Security numbers and passport numbers were also obtained by the criminal actors.

The types of impacted information varied by individual.

At this time, we do not believe that customer passwords, bank account numbers or payment card information were obtained by the criminal actors.

In connection with the Cybersecurity Issue, we became subject to consumer class actions and state and federal regulatory inquiries to which we intend to respond to in due course.

However, we cannot predict the timing or outcome of any of these potential matters, or whether we may be subject to additional legal proceedings, claims, regulatory inquiries, investigations, or enforcement actions as a result.

We have incurred, and may continue to incur, certain expenses related to the Cybersecurity Issue, including expenses to respond to, remediate, and investigate this matter.

Although we have cybersecurity insurance that we expect will cover these expenses, the full scope of the costs and related impacts of this issue have not been determined.

The Cybersecurity Issue is not expected to have a material effect on our financial condition and results of operations.

*COVID-19*

The spread of COVID-19 and developments surrounding the global pandemic had a significant impact on our business from 2020 through early 2023.

Domestically, we had temporary closures, re-closures, and re-openings of our

properties or portions thereof, as well as operations without certain amenities and subject to certain occupancy limitations, with restrictions varying by jurisdiction.

In 2022, all of our domestic properties were open and not subject to operating restrictions; however, travel and business volume were negatively affected in the early part of the first quarter of 2022 due to the spread of the omicron variant.

In Macau, travel and entry restrictions, testing and quarantine requirements, as well as temporary closures and suspensions of gaming, hotel, restaurant, and retail operations, significantly impacted visitation to our Macau properties from 2020 through early 2023.

Beginning in December 2022, Macau and mainland China started to unwind testing and quarantine requirements as well as travel and entry restrictions associated with the “dynamic zero” COVID-19 policy.

The Las Vegas market has experienced the expansion of convention center, sporting, music, and entertainment events in the current year, which have positively impacted business and leisure travel.

Our normal table games hold percentage at our Las Vegas Strip Resorts is in the range of 25.0% to 35.0% of table games drop for baccarat and 19.0% to 23.0% for non-baccarat; and

Rooms that were out of service during the year ended December 31, 2021 as a result of property closures due to the pandemic were excluded from the available room count when calculating hotel occupancy and RevPAR.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | (In thousands) | | | | | | | | | | | | | | |

Consolidated operating income increased 31% in 2023 compared to 2022.

Depreciation and amortization expense decreased compared to 2022 primarily due to $2.5 billion of amortization in 2022 related to the MGM Grand Paradise gaming subconcession, which became fully amortized in 2022.

| Reportable segment net revenues | | | | | | 15,623,064 | | | | | | 12,887,850 | | | | | | 9,340,309 | | |

| Corporate and other | | | | | | 541,185 | | | | | | 239,635 | | | | | | 339,831 | | |

Las Vegas Strip Resorts casino revenue increased 1% in 2023 compared to 2022 primarily due to a full year of operating results from The Cosmopolitan, increases in volume partially due to the inaugural F1 race, and an increase in table games win percentage, partially offset by an increase in incentives and the disposition of The Mirage.

Las Vegas Strip Resorts rooms revenue increased 11% in 2023 compared to 2022 due primarily to a full year of operating results from The Cosmopolitan and an increase in RevPAR, partially due to the inaugural F1 race, partially offset by the disposition of The Mirage.

(1)Rooms that were out of service, including full and midweek closures, during the year ended December 31, 2021 due to the COVID-19 pandemic were excluded from the available room count when calculating hotel occupancy and RevPAR.

Las Vegas Strip Resorts entertainment, retail and other revenue decreased 6% in 2023 compared to 2022 due primarily to the disposition of The Mirage, partially offset by a full period of operating results from The Cosmopolitan and an increase in theater show revenues.

Regional Operations casino revenue decreased 7% in 2023 compared to 2022 due primarily to the disposition of Gold Strike Tunica.

Regional Operations food and beverage revenue increased 3% in 2023 compared to 2022 due primarily to an increase in restaurant covers, partially offset by the disposition of Gold Strike Tunica.

Regional Operations entertainment, retail and other, and reimbursed costs revenue increased 10% in 2023 compared to 2022.

The changes were primarily driven by an improved event calendar compared to prior year periods, partially offset by the disposition of Gold Strike Tunica.

| Corporate and other | | | | | | (602,216) | | | | | | (736,548) | | | | | | (560,309) | | |

| Adjusted EBITDAR | | | | | | $ | 4,588,355 | | | | | | | | | | | | | |

The margin decrease was due primarily to the decrease in casino revenue discussed above and increases in payroll-related expense and insurance costs.

The increase was due primarily to the increase in revenues in 2023, discussed above, and an $18 million charge related to litigation reserves in 2022.

As of December 31, [removed: 2023,] [added: 2024,] variable rate borrowings represented approximately [removed: 6%] [added: 7%] of our total borrowings.

The following table provides additional information about our gross long-term [removed: debt:][added: debt subject to changes in interest rates:]

| | | | | | | Debt maturing in | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fair Value December 31, [removed: 2023] [added: 2024] | | |

| | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | [removed: 2028] [added: 2029] | | | | | | Thereafter | | | | | | Total | | | | | | | | |

| Fixed-rate | | | | | | $ | [removed: 750] [added: 500] | | | | | $ | [removed: 1,925] [added: 1,150] | | | | | $ | [removed: 1,150] [added: 1,425] | | | | | $ | [removed: 1,425] [added: 750] | | | | | $ | [removed: 750] [added: 850] | | | | | $ | [removed: 1] [added: 1,250] | | | | | $ | [removed: 6,001] [added: 5,925] | | | | | $ | [removed: 5,884] [added: 5,839] | |

| Average interest rate | | | | | | [removed: 5.4] [added: 5.3] | | % | | | | [removed: 6.0] [added: 5.4] | | % | | | | [removed: 5.4] [added: 5.1] | | % | | | | [removed: 5.1] [added: 4.8] | | % | | | | [removed: 4.8] [added: 6.1] | | % | | | | [removed: 7.0] [added: 6.8] | | % | | | | [removed: 5.4] [added: 5.6] | | % | | | | | | |

| Variable rate | | | | | | $ | — | | | | | $ | [removed: —] [added: 478] | | | | | $ | [removed: 371] [added: —] | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: 371] [added: 478] | | | | | $ | [removed: 371] [added: 478] | |

| Average interest rate | | | | | | N/A | | | | | | [removed: N/A] [added: 7.6] | | [added: %] | | | | [removed: 8.6] [added: N/A] | | [removed: %] | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | [removed: 8.6] [added: 7.6] | | % | | | | | | |

We manage the foreign currency risk through normal operating activities and, when [removed: deemed appropriate, through the use of derivative instruments.]

As of December 31, [removed: 2023,] [added: 2024,] a 1% adverse change in the exchange rate would result in a foreign currency transaction loss of [removed: $28] [added: $25] million.

We have [removed: U.S. dollar denominated] intercompany debt that is [removed: held with foreign subsidiaries,] [added: 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, [removed: 2023,] [added: 2024,] a [removed: 1%] [added: 10%] adverse change in the exchange rate would result in a foreign currency transaction loss of [removed: $22] [added: $220] million.

We hold forward foreign exchange contracts to hedge certain portions of forecasted cash flows denominated in [removed: foreign currencies.][added: Japanese yen.]

As of December 31, [removed: 2023,] [added: 2024,] the notional amount of forward contracts was [removed: $528 million with a fair value of negative $7 million] [added: $1.3 billion] and a 10% adverse change in the exchange rate would result in a foreign currency transaction loss of approximately [removed: $53] [added: $127] million.

As of December 31, [removed: 2023,] [added: 2024,] a 10% adverse change in the quoted market prices would result in an impact to earnings of [removed: $44] [added: $39] million.

deemed appropriate, through the use of derivative instruments.

*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 [removed: China.” Except where the context indicates otherwise, “MGP” refers to MGM Growth Properties LLC together with its consolidated subsidiaries.*][added: China.”*]

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, [removed: and] [added: as well as] sports betting and online gaming operations.

As of December 31, [removed: 2023,] [added: 2024,] we operate 16 domestic casino properties and, through our [added: 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.

We also have global online gaming operations [added: primarily] through our consolidated subsidiary LV Lion Holding Limited [removed: (“LeoVegas”)] [added: (together with its subsidiaries, “LeoVegas”)] and [added: through] our [removed: unconsolidated] 50% [removed: owned venture,] [added: ownership interest in] BetMGM, LLC [removed: (“BetMGM”).][added: (“BetMGM North America Venture”), an unconsolidated affiliate.]

[removed: We also have a] [added: Additionally, through our] 50% ownership interest in Osaka IR KK, an unconsolidated affiliate, [removed: which plans to develop] [added: we are developing] an integrated resort in Osaka, Japan.

We lease the real estate assets of our domestic properties pursuant to [removed: triple-net] [added: triple net] lease agreements, as further discussed in Note 11.

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 [removed: BetMGM,] [added: BetMGM North America Venture,] acquiring LeoVegas to expand our global online presence, expanding our digital capabilities, and seeking to diversify our Asia operations with development efforts in Japan.

We rely on the ability of our [removed: properties] [added: 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 [added: 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 [removed: year, though a variety of factors may affect the results of any interim period, including the timing of major conventions, Far East][added: year.]

[added: 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, [removed: including New Year and Lunar New Year.]

As of December 31, [removed: 2023,] [added: 2024,] we have [removed: three] [added: four] reportable segments: Las Vegas Strip Resorts, Regional Operations, [removed: and] MGM China, [added: and MGM Digital,] as generally described below.

Las Vegas Strip Resorts. Las Vegas Strip Resorts consists of the following casino resorts: Aria (including [removed: Vdara) (upon its acquisition in September 2021),] [added: 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 [removed: Delano] [added: 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 Las Vegas).

Although visitation during [removed: 2021 and] 2022 was significantly reduced by the novel 2019 coronavirus (“COVID-19”) pandemic, visitation during 2023 [added: 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.

We have additional business activities including [removed: LeoVegas,] our investments in unconsolidated [removed: affiliates, including BetMGM,] [added: affiliates] and certain other corporate and management operations.

[removed: Our properties] [added: We] operate in highly competitive environments.

Our gaming operations compete to a lesser extent with state-sponsored lotteries, off-track wagering, card parlors, [removed: iGaming] and other forms of legalized gaming in the United States and internationally.

[added: Risk Factors — Risks Related] to [added: 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 Las Vegas casino [removed: resorts] [added: 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.

The Macau gaming market has [removed: historically had three] [added: two] primary customer bases: [removed: VIP gaming operations,] main floor gaming operations and slot machine operations.

[removed: We also] [added: At MGM China, we] offer the [added: M life loyalty program, which provides loyalty opportunities similar to MGM Rewards for non-gaming customers, and the] Golden Lion Club for gaming focused [removed: customers, in addition to M life, at MGM China.][added: customers.]

[removed: In order to] [added: To] achieve our [removed: vision of becoming the world's premier gaming entertainment company,] [added: vision,] we developed our strategic plan, which [removed: centers] [added: is built] on five pillars:

- Gaming Entertainment. Innovate our gaming entertainment [removed: product] [added: offerings] to [removed: drive continued premium offering] [added: elevate quality] and competitive [removed: differentiation.][added: edge.]

- Operational Excellence. [removed: Operating] [added: Continuously refine our operating] model [removed: refinement] to diversify business mix, [removed: maximize] [added: improve] operating efficiencies and [removed: expand] [added: increase] margins.

[removed: Enhancement of] [added: Strengthen] digital capabilities to [removed: strengthen] [added: enhance] customer loyalty.

- Disciplined Capital Allocation to Maximize Shareholder Value. [removed: Pursuit of] [added: Pursue] targeted, attractive ROI opportunities that align [removed: to] [added: with] our strategic vision.

In allocating resources, our financial strategy is focused on maintaining and enhancing [removed: our] existing properties, [added: pursuing] strategic growth [removed: opportunities via mergers and] [added: through mergers,] acquisitions and development, [added: repaying] debt [removed: repayment] and [added: maximizing] shareholder returns.

We believe there are [removed: reasonable investments for us to make] [added: sound investment opportunities] in new initiatives and at [removed: our current] [added: existing] properties that will [removed: provide] [added: deliver] profitable returns.

[removed: We also] [added: Additionally, we] leverage our management expertise and [removed: well-recognized] [added: the strong recognition of our] brands through strategic partnerships and international expansion opportunities.

We continue to [removed: maximize] [added: enhance] the [removed: benefits] [added: efficiency] of our operating model by [removed: driving optimization of] [added: optimizing] our Centers of Excellence and [removed: enabling best in class operations] [added: achieving best-in-class operating performance] through adjustments within corporate and [removed: property] business units.

We [removed: have continued] [added: continue] to focus on our key growth [removed: opportunities of] [added: opportunities, including] developing an integrated resort in Japan, investing in [removed: BetMGM, investing in] [added: BetMGM North America Venture, advancing] international digital opportunities, and exploring a full-scale commercial gaming opportunity in [added: New York.]

In Japan, Osaka IR KK signed an agreement with Osaka Prefecture and Osaka City in September 2023 to implement [removed: an] [added: its government-certified] Area Development Plan (“ADP”) for the development of an integrated resort in Osaka, Japan.

[removed: As it relates to BetMGM, we] [added: We] believe that BetMGM [added: North America Venture] is well-positioned as a long-term leader in online sports betting and iGaming.

[removed: Further, in] [added: In] connection with our vision to transform Empire City in New York into a full-scale commercial gaming facility, we are actively working on our response to the request for application that was issued in January 2023 for three downstate commercial gaming licenses.

[removed: Internationally, in] [added: 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.

[removed: These pillars were brought together under] [added: In 2019, we appointed] one Executive Committee-level leader [removed: who manages] [added: to manage] the MGM Resorts Social Impact and Sustainability Center of Excellence.

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, [removed: initiated an] [added: conducted our first] assessment [removed: that identified 15] [added: of] priority [added: Social Impact and Sustainability] topics, which [removed: have] guided our social impact and sustainability reporting since 2020.

We [removed: expect to publish] [added: published a summary of our] findings from this [removed: new] assessment in [added: early] 2024.

Throughout [removed: 2023,] [added: 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.

In [removed: 2023,] [added: 2024,] we [removed: released] [added: continued] our [removed: second report] [added: reporting] aligned with the recommendations of the Task Force on Climate-related Financial Disclosures [removed: (“TCFD”)] and [added: published] our [removed: first] [added: second] Consolidated [added: Social Impact &] Sustainability Factbook.

[removed: This] [added: 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 [removed: aligns] [added: aligned] with Global Reporting Initiative [removed: (“GRI”)] standards, and metrics aligned with the Sustainability Accounting Standards Board [removed: (“SASB”)] Hotels & Lodging and Casinos & Gaming sector standards.

including New Year and Lunar New Year.

*MGM Digital*

MGM Digital is our online gaming portfolio which is primarily comprised of LeoVegas, which is headquartered in Sweden and Malta and operates internationally, primarily in Europe, as well as our other consolidated subsidiaries that offer interactive gaming.

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.

Our investments in unconsolidated affiliates are primarily comprised of our ventures, such as BetMGM North America Venture and Osaka IR KK.

*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.

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.

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.

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.

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.

Expand our reach across both physical and online platforms to serve the widest possible market.

Prioritize shareholder returns and maintain a strong balance sheet.

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

We regularly evaluate targeted opportunities in both domestic and international markets that provide attractive returns on investment.

These include: Owning, managing, and operating gaming and non-gaming facilities, as well as

expanding into new markets for iGaming and online sports betting.

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.

Preliminary construction began on the site of the future resort in 2024.

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.

Resort Operations

Risk Factors — Risks Related to our Business, Industry, and Market Conditions — We face significant competition with respect

VIP gaming at MGM China is conducted through the use of special purpose nonnegotiable gaming chips.

The nonnegotiable chips allow us to track the amount of wagering conducted to determine VIP gaming play.

VIP commissions are based on a percentage of rolling chip turnover and are recorded as a reduction of casino revenue.

Main floor players do not receive commissions.

We have focused our business on main floor gaming operations and, accordingly, VIP gaming operations were not a significant source of revenue in 2022 and 2023 and we do not expect VIP gaming operations will be a significant source of revenue in future years.

In December 2021, we suspended operations with our primary gaming promoters indefinitely.

Prior to December 2021, we had externally sourced VIP gaming play through external gaming promoters who assisted VIP players with their travel and entertainment arrangements.

Gaming promoters purchased special purpose nonnegotiable gaming chips and, in turn, they sold these chips to their players.

Gaming promoters were compensated through payment of revenue-sharing arrangements based on a percentage of the gross table games win and through payment of a percentage of rolling chip turnover.

They also received an allowance based on a percentage of the table games turnover they generated, which could be applied to hotel rooms, food and beverage and other discretionary customer-related expenses.

Gaming promoter commissions were recorded as a reduction of casino revenue.

Our marketing efforts are conducted through various means, including our loyalty programs.

We advertise on radio, television, internet and billboards and in newspapers and magazines in selected cities throughout the United States and overseas, as well as by direct mail, email and through the use of social media.

We also advertise through our regional marketing offices located in major U.S. and foreign cities.

Our direct marketing efforts utilize advanced analytic techniques that identify customer preferences and help predict future customer behavior, allowing us to make more relevant offers to customers, influence incremental visits, and help build lasting customer relationships.

MGM Rewards, our customer loyalty program, is a tiered program and allows customers to qualify for benefits across our participating properties and in both gaming and non-gaming areas, encouraging customers to keep their total spend within our casino properties.

As members advance through tiers, a host of member benefits are unlocked including priority access, exclusive events and experiences, and the opportunity to redeem MGM Rewards for hotel stays, food and beverage, and other MGM Resorts experiences.

The structured rewards systems based on member value and tier level ensure that customers can progressively access the full range of services that the properties provide.

Our loyalty programs focus on building a rewarding relationship with our customers, encouraging members to increase both visitation and spend.

We strive to be a leader in the global gaming, entertainment and hospitality industry that delivers extraordinary entertainment across a portfolio of properties in the United States and Macau.

The quality of our properties and amenities is evidenced by our success in winning numerous awards, both domestic and globally, including several Four and Five Diamond designations from the American Automobile Association, multiple Four and Five Star designations from Forbes Travel Guide and numerous certifications of our Corporate Social Responsibility efforts.

Foster a culture of diversity and inclusion.

Invest in the employee experience.

- Customer-Centric Model. Leverage a customer-centric model reinforced by a strong brand and deep customer insights to provide unmatched entertainment experiences for our guests and drive top-line growth.

Distribute our product offering to serve the broadest total addressable market possible.

Focus on shareholder returns.

Fortify balance sheet.

The strategic plan was developed with the intent to regularly revisit, measure, and reevaluate for emerging opportunities.

We regularly evaluate targeted opportunities that provide an attractive return on investment in domestic and international markets, including the ownership, management and operation of gaming and non-gaming facilities and accessing new markets for iGaming and online sports betting.

In addition, we have implemented several improvement and cost cutting initiatives comprised of labor, sourcing, and revenue programs that have further improved our operating model and have positioned us as a stronger company.

New York.

As part of our commitment to the success of BetMGM, we have integrated our MGM Rewards program with BetMGM and have BetMGM branded on-property sportsbooks and kiosks to drive higher value customers at lower acquisition costs through a robust omni-channel strategy.

We expanded our international digital presence in August 2023 when we launched the BetMGM brand in the UK, leveraging the technology of LeoVegas.

We seek to further expand the BetMGM and LeoVegas brands into other geographies over time.

We believe technology, digital and advanced data science/analytics capabilities are critical to optimizing customer experience and loyalty, employee productivity and engagement, operational efficiency and revenue growth.

We are focused on using these capabilities to achieve specific goals of creating ‘only at MGM’ differentiation through unique content and experiences, establishing a perennial engagement with our guests for increased loyalty, digital diversification through enhanced e-commerce and seamless integration of the physical integrated resorts business with digital casino and sports betting businesses, creating cross-property experiences and promotions in Las Vegas to provide much better value to the consumer, enhancing our data driven decisioning capabilities in all aspects of our business for faster decision making, and optimizing our operations and employee productivity and experience through digitization.

Additionally, we have deployed a loyalty technology platform that allows customers to earn points through gaming and non-gaming activities, and increased mobile adoption with the digital check-in process.

We have also enabled digital commerce technology capabilities to sell customized packages to customers.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

The aggregate market value of the Registrant’s Common Stock held by non-affiliates of the Registrant as of June 30, [removed: 2023] [added: 2024] (based on the closing price on the New York Stock Exchange Composite Tape on June 30, [removed: 2023)] [added: 2024)] was [removed: $12.3] [added: $10.3] billion.

As of February [removed: 21, 2024, 319,678,271] [added: 14, 2025, 285,550,604] shares of Registrant’s Common Stock, $0.01 par value, were outstanding.

Portions of the Registrant’s definitive Proxy Statement for its [removed: 2024] [added: 2025] Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.

| Item 1. | | | [removed: [Business](#i51956911a4684e02a55cc2e077f3be76_13)] [added: [Business](#i418a221a8fa24613b35b42b55899c113_13)] | | | [removed: [1](#i51956911a4684e02a55cc2e077f3be76_13)] [added: [1](#i418a221a8fa24613b35b42b55899c113_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i51956911a4684e02a55cc2e077f3be76_16)] [added: Factors](#i418a221a8fa24613b35b42b55899c113_16)] | | | [removed: [12](#i51956911a4684e02a55cc2e077f3be76_16)] [added: [13](#i418a221a8fa24613b35b42b55899c113_16)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i51956911a4684e02a55cc2e077f3be76_19)] [added: Comments](#i418a221a8fa24613b35b42b55899c113_19)] | | | [removed: [27](#i51956911a4684e02a55cc2e077f3be76_19)] [added: [29](#i418a221a8fa24613b35b42b55899c113_19)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i51956911a4684e02a55cc2e077f3be76_703)] [added: [Cybersecurity](#i418a221a8fa24613b35b42b55899c113_22)] | | | [removed: [28](#i51956911a4684e02a55cc2e077f3be76_703)] [added: [30](#i418a221a8fa24613b35b42b55899c113_22)] | | |

| Item 2. | | | [removed: [Properties](#i51956911a4684e02a55cc2e077f3be76_22)] [added: [Properties](#i418a221a8fa24613b35b42b55899c113_25)] | | | [removed: [30](#i51956911a4684e02a55cc2e077f3be76_22)] [added: [32](#i418a221a8fa24613b35b42b55899c113_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i51956911a4684e02a55cc2e077f3be76_25)] [added: Proceedings](#i418a221a8fa24613b35b42b55899c113_28)] | | | [removed: [31](#i51956911a4684e02a55cc2e077f3be76_25)] [added: [33](#i418a221a8fa24613b35b42b55899c113_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i51956911a4684e02a55cc2e077f3be76_28)] [added: Disclosures](#i418a221a8fa24613b35b42b55899c113_31)] | | | [removed: [31](#i51956911a4684e02a55cc2e077f3be76_28)] [added: [33](#i418a221a8fa24613b35b42b55899c113_31)] | | |

| Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i51956911a4684e02a55cc2e077f3be76_34)] [added: Securities](#i418a221a8fa24613b35b42b55899c113_37)] | | | [removed: [32](#i51956911a4684e02a55cc2e077f3be76_34)] [added: [34](#i418a221a8fa24613b35b42b55899c113_37)] | | |

| Item 6. | | | [removed: [Reserved](#i51956911a4684e02a55cc2e077f3be76_37)] [added: [Reserved](#i418a221a8fa24613b35b42b55899c113_40)] | | | [removed: [34](#i51956911a4684e02a55cc2e077f3be76_37)] [added: [36](#i418a221a8fa24613b35b42b55899c113_40)] | | |

| Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i51956911a4684e02a55cc2e077f3be76_40)] [added: Operations](#i418a221a8fa24613b35b42b55899c113_43)] | | | [removed: [34](#i51956911a4684e02a55cc2e077f3be76_40)] [added: [36](#i418a221a8fa24613b35b42b55899c113_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i51956911a4684e02a55cc2e077f3be76_55)] [added: Risk](#i418a221a8fa24613b35b42b55899c113_58)] | | | [removed: [51](#i51956911a4684e02a55cc2e077f3be76_55)] [added: [51](#i418a221a8fa24613b35b42b55899c113_58)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i51956911a4684e02a55cc2e077f3be76_58)] [added: Data](#i418a221a8fa24613b35b42b55899c113_61)] | | | [removed: [52](#i51956911a4684e02a55cc2e077f3be76_58)] [added: [53](#i418a221a8fa24613b35b42b55899c113_61)] | | |

| | | | [Consolidated Financial [removed: Statements](#i51956911a4684e02a55cc2e077f3be76_67)] [added: Statements](#i418a221a8fa24613b35b42b55899c113_70)] | | | [removed: [56](#i51956911a4684e02a55cc2e077f3be76_67)] [added: [57](#i418a221a8fa24613b35b42b55899c113_70)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i51956911a4684e02a55cc2e077f3be76_85)] [added: Statements](#i418a221a8fa24613b35b42b55899c113_88)] | | | [removed: [61](#i51956911a4684e02a55cc2e077f3be76_85)] [added: [62](#i418a221a8fa24613b35b42b55899c113_88)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i51956911a4684e02a55cc2e077f3be76_142)] [added: Disclosure](#i418a221a8fa24613b35b42b55899c113_145)] | | | [removed: [96](#i51956911a4684e02a55cc2e077f3be76_142)] [added: [94](#i418a221a8fa24613b35b42b55899c113_145)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i51956911a4684e02a55cc2e077f3be76_145)] [added: Procedures](#i418a221a8fa24613b35b42b55899c113_148)] | | | [removed: [96](#i51956911a4684e02a55cc2e077f3be76_145)] [added: [94](#i418a221a8fa24613b35b42b55899c113_148)] | | |

| Item 9B. | | | [Other [removed: Information](#i51956911a4684e02a55cc2e077f3be76_148)] [added: Information](#i418a221a8fa24613b35b42b55899c113_151)] | | | [removed: [97](#i51956911a4684e02a55cc2e077f3be76_148)] [added: [95](#i418a221a8fa24613b35b42b55899c113_151)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i51956911a4684e02a55cc2e077f3be76_151)] [added: Inspections](#i418a221a8fa24613b35b42b55899c113_154)] | | | [removed: [97](#i51956911a4684e02a55cc2e077f3be76_151)] [added: [95](#i418a221a8fa24613b35b42b55899c113_154)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i51956911a4684e02a55cc2e077f3be76_157)] [added: Governance](#i418a221a8fa24613b35b42b55899c113_160)] | | | [removed: [98](#i51956911a4684e02a55cc2e077f3be76_157)] [added: [96](#i418a221a8fa24613b35b42b55899c113_160)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i51956911a4684e02a55cc2e077f3be76_160)] [added: Compensation](#i418a221a8fa24613b35b42b55899c113_163)] | | | [removed: [98](#i51956911a4684e02a55cc2e077f3be76_160)] [added: [96](#i418a221a8fa24613b35b42b55899c113_163)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i51956911a4684e02a55cc2e077f3be76_163)] [added: Matters](#i418a221a8fa24613b35b42b55899c113_166)] | | | [removed: [98](#i51956911a4684e02a55cc2e077f3be76_163)] [added: [96](#i418a221a8fa24613b35b42b55899c113_166)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i51956911a4684e02a55cc2e077f3be76_166)] [added: Independence](#i418a221a8fa24613b35b42b55899c113_169)] | | | [removed: [98](#i51956911a4684e02a55cc2e077f3be76_166)] [added: [96](#i418a221a8fa24613b35b42b55899c113_169)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i51956911a4684e02a55cc2e077f3be76_169)] [added: Services](#i418a221a8fa24613b35b42b55899c113_172)] | | | [removed: [98](#i51956911a4684e02a55cc2e077f3be76_169)] [added: [96](#i418a221a8fa24613b35b42b55899c113_172)] | | |

| Item 15. | | | [Exhibits, Financial Statements [removed: Schedules](#i51956911a4684e02a55cc2e077f3be76_175)] [added: Schedules](#i418a221a8fa24613b35b42b55899c113_178)] | | | [removed: [99](#i51956911a4684e02a55cc2e077f3be76_175)] [added: [97](#i418a221a8fa24613b35b42b55899c113_178)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i51956911a4684e02a55cc2e077f3be76_178)] [added: Summary](#i418a221a8fa24613b35b42b55899c113_181)] | | | [removed: [104](#i51956911a4684e02a55cc2e077f3be76_178)] [added: [103](#i418a221a8fa24613b35b42b55899c113_181)] | | |

| | | | [Signatures](#i418a221a8fa24613b35b42b55899c113_184) | | | [104](#i418a221a8fa24613b35b42b55899c113_184) | | |

| | | | [Signatures](#i51956911a4684e02a55cc2e077f3be76_181) | | | [105](#i51956911a4684e02a55cc2e077f3be76_181) | | |

The Audit Committee receives [removed: quarterly] [added: regular] reports from the CISO on the Company’s cybersecurity risks and enterprise cybersecurity program.

Our CISO has [removed: 23] [added: over 20] years of expertise in [added: technology,] cybersecurity, information security risk management, incident management and response and privacy and has held various roles in information [removed: technology and information] security throughout [removed: their] [added: his] career.

The CISO holds various professional certifications, including [removed: the] Certified Information Security Manager certification from the [removed: Information Systems Audit and Control Association and the Certified Information Systems]

The CISO holds a [removed: Bachelor’s Degree in Computer Information Systems and a Master’s] [added: Bachelor of Science] Degree in [removed: Organizational] [added: Cyber] Security [removed: Management.][added: & Information Assurance.]

Information Systems Audit and Control Association and Certified Incident Handler from the International Council of E-Commerce Consultants.

Security Professional from International Information System Security Certification Consortium.

We have provided certain information below about our properties as of December 31, [removed: 2023.][added: 2024.]

| Aria(4) | | | | | | 5,497 | | | | | | 145,000 | | | | | | [removed: 1,282] [added: 1,274] | | | | | | [removed: 139] [added: 129] | | |

| Bellagio | | | | | | 3,933 | | | | | | [removed: 155,000] [added: 154,000] | | | | | | [removed: 1,277] [added: 1,262] | | | | | | 153 | | |

| The Cosmopolitan | | | | | | 3,032 | | | | | | 112,000 | | | | | | [removed: 1,213] [added: 1,150] | | | | | | [removed: 110] [added: 107] | | |

| MGM Grand Las Vegas (5) | | | | | | 6,731 | | | | | | 144,000 | | | | | | [removed: 1,293] [added: 1,236] | | | | | | [removed: 114] [added: 106] | | |

| Mandalay Bay (6) | | | | | | 4,750 | | | | | | 155,000 | | | | | | [removed: 973] [added: 942] | | | | | | 68 | | |

| Luxor | | | | | | 4,397 | | | | | | 104,000 | | | | | | [removed: 792] [added: 785] | | | | | | [removed: 44] [added: 43] | | |

| Excalibur | | | | | | 3,981 | | | | | | 93,000 | | | | | | [removed: 883] [added: 923] | | | | | | 32 | | |

| New York-New York | | | | | | 2,024 | | | | | | [removed: 81,000] [added: 84,000] | | | | | | [removed: 935] [added: 968] | | | | | | [removed: 54] [added: 52] | | |

| Park MGM (7) | | | | | | 2,898 | | | | | | 66,000 | | | | | | [removed: 750] [added: 767] | | | | | | [removed: 64] [added: 61] | | |

| MGM Grand Detroit (Detroit, Michigan) (8) | | | | | | 400 | | | | | | [removed: 147,000] [added: 151,000] | | | | | | [removed: 2,479] [added: 2,405] | | | | | | [removed: 139] [added: 113] | | |

| Beau Rivage (Biloxi, Mississippi) | | | | | | 1,733 | | | | | | 88,000 | | | | | | [removed: 1,301] [added: 1,209] | | | | | | [removed: 79] [added: 78] | | |

| Borgata (Atlantic City, New Jersey) | | | | | | 2,727 | | | | | | [removed: 218,000] [added: 220,000] | | | | | | [removed: 2,508] [added: 2,362] | | | | | | [removed: 161] [added: 118] | | |

| MGM National Harbor (Prince [removed: George's] [added: George’s] County, Maryland) (9) | | | | | | 308 | | | | | | 159,000 | | | | | | [removed: 2,265] [added: 2,293] | | | | | | [removed: 162] [added: 161] | | |

| MGM Springfield (Springfield, Massachusetts)(10) | | | | | | 240 | | | | | | 106,000 | | | | | | [removed: 1,535] [added: 1,528] | | | | | | [removed: 48] [added: 47] | | |

| MGM Northfield Park (Northfield, Ohio) | | | | | | — | | | | | | 78,000 | | | | | | [removed: 1,592] [added: 1,594] | | | | | | — | | |

| Empire City (Yonkers, New York) | | | | | | — | | | | | | 138,000 | | | | | | [removed: 4,423] [added: 4,448] | | | | | | — | | |

| MGM Macau – [removed: 55.95% owned] (Macau S.A.R.) | | | | | | 585 | | | | | | 251,000 | | | | | | [removed: 950] [added: 961] | | | | | | [removed: 351] [added: 340] | | |

| MGM Cotai – [removed: 55.95% owned] (Macau S.A.R.) | | | | | | 1,418 | | | | | | 264,000 | | | | | | [removed: 901] [added: 972] | | | | | | [removed: 399] [added: 410] | | |

| Subtotal | | | | | | 2,003 | | | | | | 515,000 | | | | | | [removed: 1,851] [added: 1,933] | | | | | | 750 | | |

| Grand total | | | | | | 44,654 | | | | | | [removed: 2,504,000] [added: 2,512,000] | | | | | | [removed: 27,352] [added: 27,079] | | | | | | [removed: 2,117] [added: 2,018] | | |

(6)Includes 1,117 rooms at [removed: the Delano] [added: W Las Vegas] and 424 rooms at the Four Seasons Hotel.

| Subtotal | | | | | | 37,243 | | | | | | 1,057,000 | | | | | | 9,307 | | | | | | 751 | | |

| Subtotal | | | | | | 5,408 | | | | | | 940,000 | | | | | | 15,839 | | | | | | 517 | | |

| Subtotal | | | | | | 37,243 | | | | | | 1,055,000 | | | | | | 9,398 | | | | | | 778 | | |

| Subtotal | | | | | | 5,408 | | | | | | 934,000 | | | | | | 16,103 | | | | | | 589 | | |

There were approximately [removed: 2,926] [added: 2,701] record holders of our common stock as of February [removed: 21, 2024.][added: 13, 2025.]

We implemented a dividend program in February 2017 pursuant to which [removed: it has] [added: we had] paid regular quarterly dividends.

On February 8, 2023, we announced that the Board of Directors [removed: has] [added: had] determined to suspend the ongoing dividends in light of our current preferred method of returning value to shareholders through our share repurchase plan.

The following table provides information about share repurchases of our common stock during the quarter ended December 31, [removed: 2023:][added: 2024:]

The amount authorized under the [removed: February 2023 $2.0 billion stock repurchase plan includes the cost of commissions, while the amount authorized under the] November 2023 $2.0 billion stock repurchase plan excludes the cost of commissions.

The amount authorized for [removed: both plans] [added: the plan] excludes other expenses, such as excise taxes.

In [removed: February 2023, we announced that the Board of Directors had authorized a $2.0 billion stock repurchase plan, and, in] November 2023, we announced that the Board of Directors had authorized a $2.0 billion stock repurchase plan.

Under the stock repurchase [removed: plans,] [added: plan,] we may repurchase shares from time to time in the open market or in privately negotiated agreements.

All shares we repurchased during the quarter ended December 31, [removed: 2023] [added: 2024] were purchased pursuant to our publicly announced stock repurchase plans and have been retired.

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, [removed: 2018] [added: 2019] to December 31, [removed: 2023.][added: 2024.]

The following performance graph shall not be deemed to be [removed: "filed"] [added: *“*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.

[removed: ][added: ]

| October 1, 2024 — October 31, 2024 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 946,039 | |

| November 1, 2024 — November 30, 2024 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 946,039 | |

| December 1, 2024 — December 31, 2024 | | | 3,712,075 | | | | | | $ | 35.07 | | | | | 3,712,075 | | | | | | $ | 815,841 | |

| | | | 12/19 | | | 12/20 | | | 12/21 | | | 12/22 | | | 12/23 | | | 12/24 | | |

| MGM Resorts International | | | 100.00 | | | 95.53 | | | 136.10 | | | 101.71 | | | 135.53 | | | 105.11 | | |

| Dow Jones US Total Return | | | 100.00 | | | 120.40 | | | 152.31 | | | 122.76 | | | 155.32 | | | 193.29 | | |

| S&P 500 | | | 100.00 | | | 118.40 | | | 152.39 | | | 124.79 | | | 157.59 | | | 197.02 | | |

| Dow Jones US Gambling | | | 100.00 | | | 89.66 | | | 78.17 | | | 58.28 | | | 75.96 | | | 75.79 | | |

| October 1, 2023 — October 31, 2023 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 806,163 | |

| November 1, 2023 — November 30, 2023 | | | 6,644,150 | | | | | | $ | 39.86 | | | | | 6,644,150 | | | | | | $ | 2,541,291 | |

| December 1, 2023 — December 31, 2023 | | | 8,781,145 | | | | | | $ | 42.68 | | | | | 8,781,145 | | | | | | $ | 2,166,464 | |

| | | | 12/18 | | | 12/19 | | | 12/20 | | | 12/21 | | | 12/22 | | | 12/23 | | |

| MGM Resorts International | | | 100.00 | | | 139.70 | | | 133.46 | | | 190.13 | | | 142.09 | | | 189.34 | | |

| Dow Jones US Total Return | | | 100.00 | | | 131.15 | | | 157.90 | | | 199.74 | | | 160.99 | | | 203.70 | | |

| S&P 500 | | | 100.00 | | | 131.49 | | | 155.68 | | | 200.37 | | | 164.08 | | | 207.21 | | |

| Dow Jones US Gambling | | | 100.00 | | | 147.56 | | | 132.30 | | | 115.34 | | | 86.00 | | | 112.08 | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#i51956911a4684e02a55cc2e077f3be76_61)] [added: Firm](#i418a221a8fa24613b35b42b55899c113_64)] (PCAOB ID: 34) | | | | | | [removed: [53](#i51956911a4684e02a55cc2e077f3be76_61)] [added: [54](#i418a221a8fa24613b35b42b55899c113_64)] | | |

| [Consolidated Balance [removed: Sheets](#i51956911a4684e02a55cc2e077f3be76_70)] [added: Sheets](#i418a221a8fa24613b35b42b55899c113_73)] | | | | | | [removed: [56](#i51956911a4684e02a55cc2e077f3be76_70)] [added: [57](#i418a221a8fa24613b35b42b55899c113_73)] | | |

| [Consolidated Statements of [removed: Operations](#i51956911a4684e02a55cc2e077f3be76_73)] [added: Operations](#i418a221a8fa24613b35b42b55899c113_76)] | | | | | | [removed: [57](#i51956911a4684e02a55cc2e077f3be76_73)] [added: [58](#i418a221a8fa24613b35b42b55899c113_76)] | | |

[removed: | [Consolidated Statements of Comprehensive Income (Loss)](#i51956911a4684e02a55cc2e077f3be76_76) | | | | | | [58](#i51956911a4684e02a55cc2e077f3be76_76) | | |][added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME]

| [Consolidated Statements of Cash [removed: Flows](#i51956911a4684e02a55cc2e077f3be76_79)] [added: Flows](#i418a221a8fa24613b35b42b55899c113_82)] | | | | | | [removed: [59](#i51956911a4684e02a55cc2e077f3be76_79)] [added: [60](#i418a221a8fa24613b35b42b55899c113_82)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#i51956911a4684e02a55cc2e077f3be76_82)] [added: Equity](#i418a221a8fa24613b35b42b55899c113_85)] | | | | | | [removed: [60](#i51956911a4684e02a55cc2e077f3be76_82)] [added: [61](#i418a221a8fa24613b35b42b55899c113_85)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i51956911a4684e02a55cc2e077f3be76_85)] [added: Statements](#i418a221a8fa24613b35b42b55899c113_88)] | | | | | | [removed: [61](#i51956911a4684e02a55cc2e077f3be76_85)] [added: [62](#i418a221a8fa24613b35b42b55899c113_88)] | | |

We have audited the internal control over financial reporting of MGM Resorts International and subsidiaries (the “Company”) as of December 31, [removed: 2023,] [added: 2024,] 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, [removed: 2023,] [added: 2024,] 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, [removed: 2023,] [added: 2024,] of the Company and our report dated February [removed: 23, 2024,] [added: 18, 2025,] expressed an unqualified opinion on those financial statements.

[removed: February 23, 2024][added: | | | | | | | 2024 | | | | | | | | | | | | | | | | | | | | |]

We have audited the accompanying consolidated balance sheets of MGM Resorts International and subsidiaries (the “Company”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations, comprehensive [removed: income (loss),] [added: income,] cash [removed: flows] [added: flows,] and [removed: stockholders'] [added: stockholders’] equity for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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 [removed: Company's] [added: Company’s] internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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 [removed: 23, 2024,] [added: 18, 2025,] expressed an unqualified opinion on the [removed: Company's] [added: Company’s] internal control over financial reporting.

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that [removed: were] [added: 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.

- With the assistance of our fair value specialists, we evaluated the reasonableness of [removed: management’s selected] [added: the] discount rate by:

[removed: ◦Testing] [added: –Testing] the market-based source information underlying the determination of the discount [removed: rate] [added: rates] and the mathematical accuracy of the discount rate [removed: calculations.][added: calculations; and]

[removed: ◦Developing an] [added: –Developing a range of] independent [removed: estimate] [added: estimates] and comparing it to the discount rate selected by management.

| | | | | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| Cash and cash equivalents | | | | | | $ | [removed: 2,927,833 | | | | | $ | 5,911,893] [added: 26,911] | |

| Accounts receivable, net | | | | | | [removed: 929,135] [added: 1,071,412] | | | | | | [removed: 852,149] [added: 929,135] | | |

| Inventories | | | | | | [removed: 141,678] [added: 140,559] | | | | | | [removed: 126,065] [added: 141,678] | | |

| Income tax receivable | | | | | | [removed: 141,444] [added: 257,514] | | | | | | [removed: 73,016] [added: 141,444] | | |

| Prepaid expenses and other | | | | | | [removed: 770,503] [added: 478,582] | | | | | | [removed: 583,132] [added: 770,503] | | |

| Total current assets | | | | | | [removed: 4,910,593] [added: 4,363,599] | | | | | | [removed: 8,154,692] [added: 4,910,593] | | |

| Property and equipment, net | | | | | | [removed: 5,449,544] [added: 6,196,159] | | | | | | [removed: 5,223,928] [added: 5,449,544] | | |

| [removed: Other assets | | | | | |] [added: Other intangible assets, net] | | | | | | [added: 5,700] | | |

| [removed: Investments] [added: Investments] in and advances to unconsolidated [removed: affiliates] [added: affiliates] | | | | | | [removed: 240,803] [added: 380,626] | | | | | | [removed: 173,039] [added: 240,803] | | |

| [removed: Goodwill] | | | | | | [removed: 5,165,694] [added: $] | [added: 5,029,312] | | | | | [removed: 5,029,312] [added: $] | [added: 125,612] | | [added: | | | $ | 10,770 | | | | | $ | 5,165,694 | |]

| [removed: Other] [added: Other] intangible assets, [removed: net] [added: net] | | | | | | [removed: 1,724,582] [added: 1,715,381] | | | | | | [removed: 1,551,252] [added: 1,724,582] | | |

| [removed: Operating] [added: Operating] lease right-of-use assets, [removed: net] [added: net] | | | | | | [removed: 24,027,465] [added: 23,532,287] | | | | | | [removed: 24,530,929] [added: 24,027,465] | | |

| [removed: Other] [added: Other] long-term assets, [removed: net] [added: net] | | | | | | [removed: 849,867] [added: 858,980] | | | | | | [removed: 1,029,054] [added: 849,867] | | |

| Accounts and construction payable | | | | | | $ | [removed: 461,718] [added: 412,662] | | | | | $ | [removed: 369,817] [added: 461,718] | |

| Accrued interest on long-term debt | | | | | | [removed: 60,173] [added: 69,916] | | | | | | [removed: 83,451] [added: 60,173] | | |

| Other accrued liabilities | | | | | | [removed: 2,604,177] [added: 2,869,105] | | | | | | [removed: 2,236,323] [added: 2,604,177] | | |

| Total current liabilities | | | | | | [removed: 3,126,068] [added: 3,351,683] | | | | | | [removed: 4,515,892] [added: 3,126,068] | | |

| Deferred income [removed: taxes, net] [added: taxes] | | | | | | [removed: 2,860,997] [added: 2,811,663] | | | | | | [removed: 2,969,443] [added: 2,860,997] | | |

| Long-term debt, net | | | | | | [removed: 6,343,810] [added: 6,362,098] | | | | | | [removed: 7,432,817] [added: 6,343,810] | | |

| Operating lease liabilities | | | | | | [removed: 25,127,464] [added: 25,076,139] | | | | | | [removed: 25,149,299] [added: 25,127,464] | | |

| Other long-term obligations | | | | | | [removed: 542,708] [added: 910,088] | | | | | | [removed: 256,282] [added: 542,708] | | |

February 18, 2025

Goodwill – Empire City Reporting Unit — Refer to Note 7 to the financial statements

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 the Empire City Reporting Unit (“Empire City”) was $256 million as of December 31, 2024.

The fair value of Empire City exceeded its carrying value by a substantial 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

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.

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 to involve our fair value specialists.

Our audit procedures related to the forecast and selection of the discount rate used by management to estimate the fair value of Empire City included the following, among others:

- We tested the effectiveness of controls over determining the fair value of Empire City, 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, 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 to the Board of Directors, gaming industry reports, and other publicly available information;

–Evaluating management’s estimated construction costs associated with the expanded facility and comparing the estimates to previous construction projects performed by the Company;

–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.

February 18, 2025

| | | | | | | 2024 | | | | | | 2023 | | |

| Cash and cash equivalents | | | | | | $ | 2,415,532 | | | | | $ | 2,927,833 | |

| | | | | | | $ | 42,231,627 | | | | | $ | 42,368,548 | |

| Total liabilities | | | | | | 38,511,671 | | | | | | 38,001,047 | | |

| | | | | | | $ | 42,231,627 | | | | | $ | 42,368,548 | |

| Entertainment, retail and other | | | | | | 1,694,548 | | | | | | 1,683,923 | | | | | | 1,731,929 | | |

| Entertainment, retail and other | | | | | | 1,063,382 | | | | | | 1,065,570 | | | | | | 1,063,510 | | |

| 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 | | |

| Repurchases of common stock | | | | | | (33,458) | | | | | | (334) | | | | | | (42,062) | | | | | | (1,328,492) | | | | | | — | | | | | | (1,370,888) | | | | | | — | | | | | | (1,370,888) | | |

| Other | | | | | | — | | | | | | — | | | | | | (10,507) | | | | | | — | | | | | | — | | | | | | (10,507) | | | | | | 1,924 | | | | | | (8,583) | | |

| Balances, December 31, 2024 | | | | | | 294,374 | | | | | | $ | 2,944 | | | | | $ | — | | | | | $ | 3,081,753 | | | | | $ | (61,216) | | | | | $ | 3,023,481 | | | | | $ | 661,670 | | | | | $ | 3,685,151 | |

- Level 2 inputs for its derivatives;

*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, the Company has forward currency exchange contracts to manage its exposure to changes in foreign currency exchange rates.

MGM Grand Paradise gaming concession — Refer to Note 7 to the financial statements

Gaming in Macau is currently administered by the Macau Government through concessions awarded to six different concessionaires.

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.

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, 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.

On January 1, 2023, MGM Grand Paradise recorded an intangible asset 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 related 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 as of January 1, 2023.

We identified the recording of an intangible asset and a corresponding liability for the MGM Grand Paradise gaming concession as a critical audit matter because assessment of the applicable accounting guidance, the determination of which fixed and variable annual premium payments represented unconditional obligations, and the determination of the present value of such payments (including the selection of the discount rate) involved challenging, subjective, and complex judgments.

Therefore, auditing this matter, involved a higher degree of auditor judgment and subjectivity, including the involvement of specialists.

Our audit procedures related to the recording of an intangible asset and a corresponding liability for the MGM Grand Paradise gaming concession included the following, among others:

- We tested the effectiveness of the controls over management’s assessment of the accounting and recording of the MGM Grand Paradise gaming concession intangible asset and corresponding liability, including management’s identification of which fixed and variable annual premium payments represented unconditional obligations, and the determination of the initial value of the intangible asset and corresponding liability, including the selection of the discount rate.

- We inspected the concession contract and the other underlying agreements related to the MGM Grand Paradise gaming concession.

With the assistance of professionals in our firm having expertise in accounting for intangible assets, we evaluated the reasonableness of management’s accounting and judgments used by management to determine whether the recording of an intangible asset and a corresponding liability was appropriate for the MGM Grand Paradise gaming concession, and the identification of which fixed and variable annual premium payments represented unconditional obligations.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | December 31, | | | | | | | | |

| Assets held for sale | | | | | | — | | | | | | 608,437 | | |

| Total other assets | | | | | | 32,008,411 | | | | | | 32,313,586 | | |

| | | | | | | $ | 42,368,548 | | | | | $ | 45,692,206 | |

| Current portion of long-term debt | | | | | | — | | | | | | 1,286,473 | | |

| Liabilities related to assets held for sale | | | | | | — | | | | | | 539,828 | | |

| Entertainment, retail and other | | | | | | 1,638,183 | | | | | | 1,686,236 | | | | | | 1,009,503 | | |

| Reimbursed costs | | | | | | 45,740 | | | | | | 45,693 | | | | | | 226,083 | | |

| Entertainment, retail and other | | | | | | 1,019,830 | | | | | | 1,017,817 | | | | | | 617,635 | | |

| Gain on consolidation of CityCenter, net | | | | | | — | | | | | | — | | | | | | (1,562,329) | | |

| Issuance of MGM Growth Properties Class A shares, net | | | | | | — | | | | | | — | | | | | | 792,851 | | |

| Balances, January 1, 2021 | | | | | | 494,318 | | | | | | $ | 4,943 | | | | | $ | 3,439,453 | | | | | $ | 3,091,007 | | | | | $ | (30,677) | | | | | $ | 6,504,726 | | | | | $ | 4,675,182 | | | | | $ | 11,179,908 | |

| Net income (loss) | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,254,370 | | | | | | — | | | | | | 1,254,370 | | | | | | (55,793) | | | | | | 1,198,577 | | |

| Currency translation adjustment | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (13,871) | | | | | | (13,871) | | | | | | (10,784) | | | | | | (24,655) | | |

| Cash flow hedges | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,723 | | | | | | 13,723 | | | | | | 21,065 | | | | | | 34,788 | | |

| Stock-based compensation | | | | | | — | | | | | | — | | | | | | 59,492 | | | | | | — | | | | | | — | | | | | | 59,492 | | | | | | 5,691 | | | | | | 65,183 | | |

| Dividends declared and paid to common shareholders ($0.01 per share) | | | | | | — | | | | | | — | | | | | | — | | | | | | (4,789) | | | | | | — | | | | | | (4,789) | | | | | | — | | | | | | (4,789) | | |

| MGP dividend payable to Class A shareholders | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (82,294) | | | | | | (82,294) | | |

| Repurchases of common stock | | | | | | (43,088) | | | | | | (430) | | | | | | (1,753,079) | | | | | | — | | | | | | — | | | | | | (1,753,509) | | | | | | — | | | | | | (1,753,509) | | |

| MGP Class A share issuance | | | | | | — | | | | | | — | | | | | | 99,934 | | | | | | — | | | | | | 3,240 | | | | | | 103,174 | | | | | | 656,361 | | | | | | 759,535 | | |

| Redemption of MGP OP units | | | | | | — | | | | | | — | | | | | | 171,332 | | | | | | — | | | | | | 5,327 | | | | | | 176,659 | | | | | | (227,487) | | | | | | (50,828) | | |

| MGM Springfield transaction | | | | | | — | | | | | | — | | | | | | (133,844) | | | | | | — | | | | | | — | | | | | | (133,844) | | | | | | 172,749 | | | | | | 38,905 | | |

| Other | | | | | | — | | | | | | — | | | | | | (10,312) | | | | | | — | | | | | | (2,358) | | | | | | (12,670) | | | | | | 2,341 | | | | | | (10,329) | | |

| Commercial paper | | | Level 2 | | | — | | | | | | 5,992 | | |

Our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“the Exchange Act”)) were effective as of December 31, [removed: 2023] [added: 2024] to provide reasonable assurance that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and regulations and to provide that such information is accumulated and communicated to management to allow timely decisions regarding required disclosures.

During the quarter ended December 31, [removed: 2023,] [added: 2024,] there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Based on its evaluation as of December 31, [removed: 2023,] [added: 2024,] management believes that the Company’s internal control over financial reporting is effective in achieving the objectives described above.

During the three months ended December 31, [removed: 2023,] [added: 2024,] none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended (the “Securities [removed: Act”).][added: Act”)).]

The information required by this Item will be included in our definitive Proxy Statement for our 2024 Annual Meeting of Stockholders, which we expect to file with the SEC within 120 days after December 31, [removed: 2023] [added: 2024] (the “Proxy Statement”), and is incorporated herein by reference.

We have an insider trading policy governing the purchase, sale and other dispositions of our securities that applies to all personnel of MGM and its subsidiaries, including directors, officers and employees and other covered persons, as well as MGM itself.

We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards.

A copy of our insider trading policy is filed as Exhibit 19.1 to this report.

The following table includes information about our equity compensation plans at December 31, [removed: 2023:][added: 2024:]

| Equity compensation plans approved by security holders (1) | | | | | | [removed: 6,015] [added: 5,848] | | | | | | $ | — | | | | | [removed: 14,927] [added: 13,825] | | |

| (1) | | | As of December 31, [removed: 2023,] [added: 2024,] we had [removed: 4.5] [added: 4.2] million restricted stock units and [removed: 1.5] [added: 1.6] million performance share units outstanding that do not have an exercise price. As of December 31, [removed: 2023] [added: 2024] there are no outstanding options, warrants, and rights that have an exercise price. The amount included in the securities outstanding above for performance share units assumes that each target price is achieved. | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#i51956911a4684e02a55cc2e077f3be76_61)] [added: Firm](#i418a221a8fa24613b35b42b55899c113_64)] | | | | | | [removed: [53](#i51956911a4684e02a55cc2e077f3be76_61)] [added: [54](#i418a221a8fa24613b35b42b55899c113_64)] | | |

| [Consolidated Balance [removed: Sheets](#i51956911a4684e02a55cc2e077f3be76_70)] [added: Sheets](#i418a221a8fa24613b35b42b55899c113_73)] | | | | | | [removed: [56](#i51956911a4684e02a55cc2e077f3be76_70)] [added: [57](#i418a221a8fa24613b35b42b55899c113_73)] | | |

| [Consolidated Statements of [removed: Operations](#i51956911a4684e02a55cc2e077f3be76_73)] [added: Operations](#i418a221a8fa24613b35b42b55899c113_76)] | | | | | | [removed: [57](#i51956911a4684e02a55cc2e077f3be76_73)] [added: [58](#i418a221a8fa24613b35b42b55899c113_76)] | | |

| [Consolidated Statements of Comprehensive [removed: Income (Loss)](#i51956911a4684e02a55cc2e077f3be76_76)] [added: Income](#i418a221a8fa24613b35b42b55899c113_79)] | | | | | | [removed: [58](#i51956911a4684e02a55cc2e077f3be76_76)] [added: [59](#i418a221a8fa24613b35b42b55899c113_79)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i51956911a4684e02a55cc2e077f3be76_79)] [added: Flows](#i418a221a8fa24613b35b42b55899c113_82)] | | | | | | [removed: [59](#i51956911a4684e02a55cc2e077f3be76_79)] [added: [60](#i418a221a8fa24613b35b42b55899c113_82)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#i51956911a4684e02a55cc2e077f3be76_82)] [added: Equity](#i418a221a8fa24613b35b42b55899c113_85)] | | | | | | [removed: [60](#i51956911a4684e02a55cc2e077f3be76_82)] [added: [61](#i418a221a8fa24613b35b42b55899c113_85)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i51956911a4684e02a55cc2e077f3be76_85)] [added: Statements](#i418a221a8fa24613b35b42b55899c113_88)] | | | | | | [removed: [61](#i51956911a4684e02a55cc2e077f3be76_85)] [added: [62](#i418a221a8fa24613b35b42b55899c113_88)] | | |

| 3.1 | | | | | | [Amended and Restated Certificate of Incorporation of the Company, dated June 14, 2011 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on August 9, [removed: 2011).](http://www.sec.gov/Archives/edgar/data/789570/000119312511214750/dex31.htm)] [added: 2011).](https://www.sec.gov/Archives/edgar/data/789570/000119312511214750/dex31.htm)] | | |

| [removed: 3.2] [added: *10.4(23)] | | | | | | [Amended and Restated [removed: Bylaws] [added: Change] of [removed: the Company,] [added: Control Policy for Executive Officers,] effective [removed: October 7,] [added: August 16,] 2022 (incorporated by reference to Exhibit [removed: 3.1] [added: 10.5] of the Company’s Current Report on Form 8-K filed on [removed: October 11, 2022).](https://www.sec.gov/Archives/edgar/data/789570/000119312522260090/d351849dex31.htm)] [added: August 22, 2022).](https://www.sec.gov/Archives/edgar/data/789570/000119312522226494/d337126dex105.htm)] | | |

| 4.1(1) | | | | | | [Indenture, dated November 15, 1996, by and between Mandalay and Wells Fargo Bank (Colorado), N.A., as Trustee (the “Mandalay November 1996 Indenture”) (incorporated by reference to Exhibit 4(e) to the Mandalay October 1996 [removed: 10-Q).](http://www.sec.gov/Archives/edgar/data/725549/0000725549-96-000011.txt)] [added: 10-Q).](https://www.sec.gov/Archives/edgar/data/725549/0000725549-96-000011.txt)] | | |

| 4.1(2) | | | | | | [Supplemental Indenture, dated as of November 15, 1996, to the Mandalay November 1996 Indenture, with respect to $150 million aggregate principal amount of 7.0% Senior Notes due 2036 (incorporated by reference to Exhibit 4(f) to the Mandalay October 1996 [removed: 10-Q).](http://www.sec.gov/Archives/edgar/data/725549/0000725549-96-000011.txt)] [added: 10-Q).](https://www.sec.gov/Archives/edgar/data/725549/0000725549-96-000011.txt)] | | |

| 4.1(3) | | | | | | [7.0% Senior Notes due February 15, 2036, in the principal amount of $150,000,000 (incorporated by reference to Exhibit 4(g) to the Mandalay October 1996 [removed: 10-Q).](http://www.sec.gov/Archives/edgar/data/725549/0000725549-96-000011.txt)] [added: 10-Q).](https://www.sec.gov/Archives/edgar/data/725549/0000725549-96-000011.txt)] | | |

| 4.1(6) | | | | | | [removed: [Sixth] [added: [Seventh] Supplemental Indenture, dated [removed: June 18, 2018,] [added: April 10, 2019,] among MGM Resorts International, the guarantors named therein and U.S. Bank National Association, as trustee, to the Indenture, dated as of March 22, 2012, among MGM Resorts International and U.S. Bank National Association, as trustee, relating to the [removed: 5.750%] [added: 5.500%] senior notes due [removed: 2025] [added: 2027] (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on [removed: June 18, 2018).](https://www.sec.gov/Archives/edgar/data/789570/000119312518195761/d206849dex41.htm)] [added: April 10, 2019).](https://www.sec.gov/Archives/edgar/data/789570/000119312519102912/d883637dex41.htm)] | | |

| 4.1(7) | | | | | | [removed: [Seventh] [added: [Ninth] Supplemental Indenture, dated [removed: April 10, 2019,] [added: October 13, 2020,] among MGM Resorts International, the guarantors named therein and U.S. Bank National Association, as trustee, to the Indenture, dated as of March 22, 2012, among MGM Resorts International and U.S. Bank National Association, as trustee, relating to the [removed: 5.500%] [added: 4.750%] senior notes due [removed: 2027] [added: 2028] (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on [removed: April 10, 2019).](http://www.sec.gov/Archives/edgar/data/789570/000119312519102912/d883637dex41.htm)] [added: October 13, 2020).](https://www.sec.gov/Archives/edgar/data/789570/000119312520268537/d205040dex41.htm)] | | |

| [removed: 4.1(8)] [added: 4.1(9)] | | | | | | [removed: [Eighth] [added: [First] Supplemental Indenture, dated [removed: May 4, 2020,] [added: April 9, 2024,] among MGM Resorts International, the guarantors named therein and U.S. Bank [added: Trust Company,] National Association, as trustee, to the Indenture, dated as of [removed: March 22, 2012,] [added: April 9, 2024,] among MGM Resorts International and U.S. Bank [added: Trust Company,] National Association, as trustee, relating to the [removed: 6.750%] [added: 6.500%] senior notes due [removed: 2025] [added: 2032.] (incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] of the Company’s Current Report on Form 8-K filed on [removed: May 4, 2020).](http://www.sec.gov/Archives/edgar/data/789570/000119312520132417/d924955dex41.htm)] [added: April 9, 2024).](https://www.sec.gov/Archives/edgar/data/789570/000119312524090830/d643473dex42.htm)] | | |

| [removed: 4.1(9)] [added: 4.1(10)] | | | | | | [removed: [Ninth] [added: [Second] Supplemental Indenture, dated [removed: October 13, 2020,] [added: September 17, 2024.] among MGM Resorts International, the guarantors named therein and U.S. Bank [added: Trust Company,] National Association, as trustee, to the Indenture, dated as of [removed: March 22, 2012,] [added: April 9, 2024,] among MGM Resorts International and U.S. Bank [added: Trust Company,] National Association, as trustee, relating to the [removed: 4.750%] [added: 6.125%] senior notes due [removed: 2028] [added: 2029] (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on [removed: October 13, 2020).](http://www.sec.gov/Archives/edgar/data/789570/000119312520268537/d205040dex41.htm)] [added: September 17, 2024).](https://www.sec.gov/Archives/edgar/data/789570/000119312524220644/d831171dex41.htm)] | | |

| [removed: 4.1(10)] [added: 4.1(11)] | | | | | | [Indenture governing the [removed: 5.375%] [added: 5.875%] senior notes due [removed: 2024,] [added: 2026,] dated as of May 16, 2019, between MGM China Holdings Limited and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] of the Company’s Current Report on Form 8-K filed on May 16, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/789570/000119312519149526/d746400dex41.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/789570/000119312519149526/d746400dex42.htm)] | | |

| [removed: 4.1(11)] [added: 4.1(14)] | | | | | | [Indenture governing the [removed: 5.875%] [added: 7.125%] senior notes due [removed: 2026,] [added: 2031,] dated as of [removed: May 16, 2019,] [added: June 26, 2024,] between MGM China Holdings Limited and [removed: U.S. Bank National Association,] [added: Wilmington Savings Fund Society, FSB,] as trustee (incorporated by reference to Exhibit [removed: 4.2] [added: 4.1] of the Company’s Current Report on Form 8-K filed on [removed: May 16, 2019).](http://www.sec.gov/Archives/edgar/data/789570/000119312519149526/d746400dex42.htm)] [added: June 26, 2024).](https://www.sec.gov/Archives/edgar/data/789570/000119312524169064/d835555dex41.htm)] | | |

| 10.1(2) | | | | | | [First Amendment [removed: to](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1011-q32023.htm) [Credit] [added: to Credit] Agreement, [removed: date](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1011-q32023.htm)[d] [added: dated] August 31, 2023, [removed: b](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1011-q32023.htm)[y] [added: by] and among the [removed: Company,](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1011-q32023.htm) [Bank] [added: Company, Bank] of America, N.A., as administrative agent, and certain lenders party thereto (incorporated by reference to Exhibit [removed: 10.1](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1011-q32023.htm)[(1](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1011-q32023.htm)[)](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1011-q32023.htm) [o](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1011-q32023.htm)[f the](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1011-q32023.htm) [Company](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1011-q32023.htm)[’](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1011-q32023.htm)[s](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1011-q32023.htm) [Quarterly](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1011-q32023.htm) [Report] [added: 10.1(1) of the Company’s Quarterly Report] on [removed: Form](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1011-q32023.htm) [10-Q](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1011-q32023.htm) [fi](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1011-q32023.htm)[led on](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1011-q32023.htm) [No](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1011-q32023.htm)[vember](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1011-q32023.htm) [8](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1011-q32023.htm)[,] [added: Form 10-Q filed on November 8,] 2023).](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1011-q32023.htm) | | |

| [removed: 10.1(3)] [added: 10.1(4)] | | | | | | [Revolving Credit Facility Agreement, dated August 12, 2019 (the “2019 Revolving Credit Facility”), by and among MGM China Holdings Limited and certain Arrangers and Lenders party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on August 13, 2019).](https://www.sec.gov/Archives/edgar/data/789570/000119312519220072/d764268dex101.htm) | | |

| [removed: 10.1(4)] [added: 10.1(5)] | | | | | | [Amendment Letter to the 2019 Revolving Credit Facility Agreement, dated February 18, 2020, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on May 1, 2020).](https://www.sec.gov/Archives/edgar/data/789570/000156459020020518/mgm-ex101_132.htm) | | |

| [removed: 10.1(5)] [added: 10.1(6)] | | | | | | [Amendment Letter to the 2019 Revolving Credit Facility Agreement, dated April 9, 2020, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on August 3, 2020).](https://www.sec.gov/Archives/edgar/data/789570/000156459020035299/mgm-ex103_42.htm) | | |

| [removed: 10.1(6)] [added: 10.1(7)] | | | | | | [Amendment Letter to the 2019 Revolving Credit Facility, dated June 30, 2023, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on August 2, 2023).](https://www.sec.gov/Archives/edgar/data/789570/000078957023000019/exhibit101-q22023.htm) | | |

| [removed: 10.1(7)] [added: 10.1(8)] | | | | | | [Revolving Credit Facility Agreement, dated May 26, 2020 (the “2020 Revolving Credit Facility”), by and among MGM China Holdings Limited and certain Lenders party thereto (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on May 29, 2020).](https://www.sec.gov/Archives/edgar/data/789570/000119312520155922/d893837dex101.htm) | | |

| [removed: 10.1(8)] [added: 10.1(9)] | | | | | | [Increase Confirmation to 2020 Revolving Credit Facility dated as of June 29, 2020 between the Increase Lender and the Facility Agent (incorporated by reference to Exhibit 10.1(13) of the Company’s Annual Report on Form 10-K filed on February 26, 2021).](https://www.sec.gov/Archives/edgar/data/789570/000156459021009205/mgm-ex10_202.htm) | | |

| [removed: 10.1(9)] [added: 10.1(10)] | | | | | | [Amendment Letter to the 2019 Revolving Credit Facility, dated October 5, 2020, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto (incorporated by reference to Exhibit 10.1(14) of the Company’s Annual Report on Form 10-K filed on February 26, 2021).](https://www.sec.gov/Archives/edgar/data/789570/000156459021009205/mgm-ex10_16.htm) | | |

| [removed: 10.1(10)] [added: 10.1(11)] | | | | | | [Amendment Letter to the 2020 Revolving Credit Facility, dated October 5, 2020, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto (incorporated by reference to Exhibit 10.1(15) of the Company’s Annual Report on Form 10-K filed on February 26, 2021).](https://www.sec.gov/Archives/edgar/data/789570/000156459021009205/mgm-ex10_7.htm) | | |

| [removed: 10.1(11)] [added: 10.1(12)] | | | | | | [Amendment Letter to the 2019 Revolving Credit Facility, dated February 24, 2021, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on May 3, 2021).](https://www.sec.gov/Archives/edgar/data/789570/000156459021022697/mgm-ex103_31.htm) | | |

| [removed: 10.1(12)] [added: 10.1(13)] | | | | | | [Amendment Letter to the 2020 Revolving Credit Facility, dated February 24, 2021, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q filed on May 3, 2021).](https://www.sec.gov/Archives/edgar/data/789570/000156459021022697/mgm-ex104_30.htm) | | |

| [removed: 10.1(13)] [added: 10.1(14)] | | | | | | [Amendment Letter to the 2019 Revolving Credit Facility, dated February 10, 2022, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on May 2, 2022).](https://www.sec.gov/Archives/edgar/data/789570/000078957022000017/exhibit101q12022.htm) | | |

| [removed: 10.1(14)] [added: 10.1(15)] | | | | | | [Amendment Letter to the 2020 Revolving Credit Facility, dated February 10, 2022, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on May 2, 2022).](https://www.sec.gov/Archives/edgar/data/789570/000078957022000017/exhibit102q12022.htm) | | |

| [removed: 10.1(15)] [added: 10.1(16)] | | | | | | [Amendment Letter to the 2020 Revolving Credit Facility, dated June 30, 2023, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto (incorporated by reference to Exhibit [removed: 10.1](https://www.sec.gov/Archives/edgar/data/789570/000078957023000019/exhibit102-q2023.htm) [of] [added: 10.1 of] the Company’s Quarterly Report on Form 10-Q filed on August 2, 2023).](https://www.sec.gov/Archives/edgar/data/789570/000078957023000019/exhibit102-q2023.htm) | | |

| [removed: 10.1(16)] [added: 10.1(17)] | | | | | | [removed: [I](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1012-q32023.htm)[ncrease](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1012-q32023.htm) [C](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1012-q32023.htm)[onfirmation] [added: [Increase Confirmation] to the 2020 [removed: Revol](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1012-q32023.htm)[v](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1012-q32023.htm)[ing](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1012-q32023.htm) [Credit Facility](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1012-q32023.htm)[,](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1012-q32023.htm) [dated] [added: Revolving Credit Facility, dated] as of [removed: A](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1012-q32023.htm)[ugust](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1012-q32023.htm) [3, 2023](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1012-q32023.htm)[,](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1012-q32023.htm) [between](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1012-q32023.htm) [t](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1012-q32023.htm)[he] [added: August 3, 2023, between the] Increase Lender and the Facility Agent [removed: (incorp](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1012-q32023.htm)[orate](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1012-q32023.htm)[d] [added: (incorporated] by [removed: ref](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1012-q32023.htm)[erence] [added: reference] to Exhibit 10.1(2) of the [removed: Company](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1012-q32023.htm)[’](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1012-q32023.htm)[s](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1012-q32023.htm) [Qu](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1012-q32023.htm)[arterly] [added: Company’s Quarterly] Report [removed: o](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1012-q32023.htm)[n] [added: on] Form 10-Q filed [removed: on](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1012-q32023.htm) [November](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1012-q32023.htm) [](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1012-q32023.htm)[8, 2023)](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1012-q32023.htm)[.](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1012-q32023.htm)] [added: on November 8, 2023).](https://www.sec.gov/Archives/edgar/data/789570/000078957023000024/exhibit1012-q32023.htm)] | | |

| [removed: ^10.1(17)] [added: ^10.1(18)] | | | | | | [Increase Confirmation to the 2020 Revolving Credit Facility, dated as of October 16, 2023, between the Increase Lender and the Facility [removed: Agent.](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit10117-q42023.htm)] [added: Agent (incorporated by reference to Exhibit 10.1(17) of the Company's Annual Report on Form 10-K filed on February 23, 2024).](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit10117-q42023.htm)] | | |

| [removed: ^10.1(18)] [added: ^10.1(19)] | | | | | | [Increase [removed: Conf](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit10118-q42023.htm)[irmation] [added: Confirmation] to [removed: the](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit10118-q42023.htm) [2020] [added: the 2020] Revolving [removed: Cred](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit10118-q42023.htm)[it] [added: Credit] Facility, dated as of December 19, 2023, between the Increase Lender and the Facility [removed: Agent.](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit10118-q42023.htm)] [added: Agent](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit10118-q42023.htm) [(incorporate](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit10118-q42023.htm)[d by](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit10118-q42023.htm) [reference to Exhibit 10.1](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit10118-q42023.htm)[(18) of the Company](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit10118-q42023.htm)[’](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit10118-q42023.htm)[s Annual Report on F](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit10118-q42023.htm)[orm 10-K fi](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit10118-q42023.htm)[led on Febru](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit10118-q42023.htm)[ary 23](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit10118-q42023.htm)[, 2024)](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit10118-q42023.htm)[.](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit10118-q42023.htm)] | | |

| [removed: 10.1(19)] [added: 10.1(23)] | | | | | | [Guaranty Agreement, dated as of November 15, 2019 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on November 18, 2019).](https://www.sec.gov/Archives/edgar/data/789570/000119312519294790/d832650dex103.htm) | | |

| [removed: 10.1(20)] [added: 10.1(24)] | | | | | | [Guaranty Agreement, dated as of February 14, 2020 (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on May 1, 2020).](https://www.sec.gov/Archives/edgar/data/789570/000156459020020518/mgm-ex102_131.htm) | | |

| 10.3(9) | | | | | | [removed: [Amend](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit1039-q42023.htm)[ment] [added: [Amendment] to Master Lease, [removed: b](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit1039-q42023.htm)[y an](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit1039-q42023.htm)[d](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit1039-q42023.htm) [among] [added: by and among] Ace A PropCo [removed: LL](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit1039-q42023.htm)[C, A](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit1039-q42023.htm)[ce](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit1039-q42023.htm) [V P](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit1039-q42023.htm)[ropCo] [added: LLC, Ace V PropCo] LLC and MGM Lessee III, LLC, dated as of [removed: No](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit1039-q42023.htm)[vember](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit1039-q42023.htm) [17, 2021,](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit1039-q42023.htm)] [added: November 17, 2021 (incorporated by reference to Exhibit 10.3(9) of the Company's Annual Report on Form 10-K filed on February 23, 2024).](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit1039-q42023.htm)] | | |

| *10.4(1) | | | | | | [Amended and Restated 2005 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on June 10, [removed: 2014).](http://www.sec.gov/Archives/edgar/data/789570/000119312514232128/d740145dex101.htm)] [added: 2014).](https://www.sec.gov/Archives/edgar/data/789570/000119312514232128/d740145dex101.htm)] | | |

| *10.4(6) | | | | | | [Supplemental Executive Retirement Plan II, dated as of December 30, 2004 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on January 10, [removed: 2005).](http://www.sec.gov/Archives/edgar/data/789570/000095012405000107/p70070exv10w1.htm)] [added: 2005).](https://www.sec.gov/Archives/edgar/data/789570/000095012405000107/p70070exv10w1.htm)] | | |

| 3.2 | | | | | | [A](https://www.sec.gov/Archives/edgar/data/789570/000078957025000003/exhibit31-1825.htm)[mended and Restated Byl](https://www.sec.gov/Archives/edgar/data/789570/000078957025000003/exhibit31-1825.htm)[aws of the](https://www.sec.gov/Archives/edgar/data/789570/000078957025000003/exhibit31-1825.htm) [Company,](https://www.sec.gov/Archives/edgar/data/789570/000078957025000003/exhibit31-1825.htm) [effective Jan](https://www.sec.gov/Archives/edgar/data/789570/000078957025000003/exhibit31-1825.htm)[uary 8, 202](https://www.sec.gov/Archives/edgar/data/789570/000078957025000003/exhibit31-1825.htm)[5 (incorporated by reference to Exh](https://www.sec.gov/Archives/edgar/data/789570/000078957025000003/exhibit31-1825.htm)[ibit](https://www.sec.gov/Archives/edgar/data/789570/000078957025000003/exhibit31-1825.htm) [3.1 of the Company](https://www.sec.gov/Archives/edgar/data/789570/000078957025000003/exhibit31-1825.htm)[’](https://www.sec.gov/Archives/edgar/data/789570/000078957025000003/exhibit31-1825.htm)[s Current Report on Form](https://www.sec.gov/Archives/edgar/data/789570/000078957025000003/exhibit31-1825.htm) [8-](https://www.sec.gov/Archives/edgar/data/789570/000078957025000003/exhibit31-1825.htm)[K fil](https://www.sec.gov/Archives/edgar/data/789570/000078957025000003/exhibit31-1825.htm)[ed on January 10, 2025).](https://www.sec.gov/Archives/edgar/data/789570/000078957025000003/exhibit31-1825.htm) | | |

| 4.1(8) | | | | | | [Indenture, dated April 9, 2024, among MGM Resorts International and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on April 9, 2024).](https://www.sec.gov/Archives/edgar/data/789570/000119312524090830/d643473dex41.htm) | | |

| 10.1(3) | | | | | | [Second Amendment to Credit Agreement, dated as of February 9, 2024, among the Company, Bank of America, N.A., as administrative agent, and certain lenders party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on February 14, 2024).](https://www.sec.gov/Archives/edgar/data/789570/000119312524034495/d778367dex101.htm) | | |

| ^10.1(20) | | | | | | [Increase Confirmation to the 2020 Revolving Credit Facility, dated as of May 17, 2024, between the Increase Lender and the Facility Agent](https://www.sec.gov/Archives/edgar/data/789570/000078957024000022/exhibit1011-q22024.htm) [(incorporated by reference to Exhibit 10](https://www.sec.gov/Archives/edgar/data/789570/000078957024000022/exhibit1011-q22024.htm)[.1(1) of th](https://www.sec.gov/Archives/edgar/data/789570/000078957024000022/exhibit1011-q22024.htm)[e Company](https://www.sec.gov/Archives/edgar/data/789570/000078957024000022/exhibit1011-q22024.htm)[’](https://www.sec.gov/Archives/edgar/data/789570/000078957024000022/exhibit1011-q22024.htm)[s](https://www.sec.gov/Archives/edgar/data/789570/000078957024000022/exhibit1011-q22024.htm) [Quarterly Report on F](https://www.sec.gov/Archives/edgar/data/789570/000078957024000022/exhibit1011-q22024.htm)[orm 10-Q fil](https://www.sec.gov/Archives/edgar/data/789570/000078957024000022/exhibit1011-q22024.htm)[ed on Ju](https://www.sec.gov/Archives/edgar/data/789570/000078957024000022/exhibit1011-q22024.htm)[ly 31, 202](https://www.sec.gov/Archives/edgar/data/789570/000078957024000022/exhibit1011-q22024.htm)[4)](https://www.sec.gov/Archives/edgar/data/789570/000078957024000022/exhibit1011-q22024.htm)[.](https://www.sec.gov/Archives/edgar/data/789570/000078957024000022/exhibit1011-q22024.htm) | | |

| ^10.1(21) | | | | | | [Increase Confirmation to the 2020 Revolving Credit Facility, dated as of May 22, 2024, between the Increase Lender and the Facility Agent](https://www.sec.gov/Archives/edgar/data/789570/000078957024000022/exhibit1012-q22024.htm) [(incorporated by reference to Exhibit 10](https://www.sec.gov/Archives/edgar/data/789570/000078957024000022/exhibit1012-q22024.htm)[.1(2](https://www.sec.gov/Archives/edgar/data/789570/000078957024000022/exhibit1012-q22024.htm)[) of the Company](https://www.sec.gov/Archives/edgar/data/789570/000078957024000022/exhibit1012-q22024.htm)[’](https://www.sec.gov/Archives/edgar/data/789570/000078957024000022/exhibit1012-q22024.htm)[s Quarterly Report on](https://www.sec.gov/Archives/edgar/data/789570/000078957024000022/exhibit1012-q22024.htm) [Form](https://www.sec.gov/Archives/edgar/data/789570/000078957024000022/exhibit1012-q22024.htm) [10-Q filed on July 31, 2024)](https://www.sec.gov/Archives/edgar/data/789570/000078957024000022/exhibit1012-q22024.htm)[.](https://www.sec.gov/Archives/edgar/data/789570/000078957024000022/exhibit1012-q22024.htm) | | |

| ^10.1(22) | | | | | | [Increase Confirmation to the 2020 Revolving Credit Facility, dated as of May 22, 2024, between the Increase Lender and the Facility Agent](https://www.sec.gov/Archives/edgar/data/789570/000078957024000022/exhibit1013-q22024.htm) [(incorporated by ref](https://www.sec.gov/Archives/edgar/data/789570/000078957024000022/exhibit1013-q22024.htm)[erence to Exhibit 10.1](https://www.sec.gov/Archives/edgar/data/789570/000078957024000022/exhibit1013-q22024.htm)[(](https://www.sec.gov/Archives/edgar/data/789570/000078957024000022/exhibit1013-q22024.htm)[3](https://www.sec.gov/Archives/edgar/data/789570/000078957024000022/exhibit1013-q22024.htm)[) of the C](https://www.sec.gov/Archives/edgar/data/789570/000078957024000022/exhibit1013-q22024.htm)[ompany](https://www.sec.gov/Archives/edgar/data/789570/000078957024000022/exhibit1013-q22024.htm)[’](https://www.sec.gov/Archives/edgar/data/789570/000078957024000022/exhibit1013-q22024.htm)[s Quarterly Report of For](https://www.sec.gov/Archives/edgar/data/789570/000078957024000022/exhibit1013-q22024.htm)[m 10-Q filed on July 31, 202](https://www.sec.gov/Archives/edgar/data/789570/000078957024000022/exhibit1013-q22024.htm)[4)](https://www.sec.gov/Archives/edgar/data/789570/000078957024000022/exhibit1013-q22024.htm)[.](https://www.sec.gov/Archives/edgar/data/789570/000078957024000022/exhibit1013-q22024.htm) | | |

| 10.1(25) | | | | | | [Core Shareholders, etc. Support Letter, dated March 29, 2024, among Osaka IR KK, as Borrower, the Company, MGM Resorts Japan LLC and ORIX Corporation, as Core Shareholders, etc., MUFG Bank Ltd, as Facility Agent, Sumitomo Mitsui Banking Corporation, as Securities Agent, and certain lenders party thereto (English translation of Japanese original)](https://www.sec.gov/Archives/edgar/data/789570/000078957024000014/exhibit102-q12024.htm) [](https://www.sec.gov/Archives/edgar/data/789570/000078957024000014/exhibit102-q12024.htm)[(incorporated by reference to Exhibit 10.](https://www.sec.gov/Archives/edgar/data/789570/000078957024000014/exhibit102-q12024.htm)[2](https://www.sec.gov/Archives/edgar/data/789570/000078957024000014/exhibit102-q12024.htm) [of the Company’s Quarterly Report on Form 10-Q filed on May 1, 2024).](https://www.sec.gov/Archives/edgar/data/789570/000078957024000014/exhibit102-q12024.htm) | | |

| 10.1(26) | | | | | | [Guarantee and Keep-Well Letter, dated September 28, 2023, by MGM Resorts International, as guarantor, to Osaka Prefecture and Osaka City (English translation of Japanese original)](https://www.sec.gov/Archives/edgar/data/789570/000078957024000014/exhibit103-q12024.htm) [](https://www.sec.gov/Archives/edgar/data/789570/000078957024000014/exhibit103-q12024.htm)[(](https://www.sec.gov/Archives/edgar/data/789570/000078957024000014/exhibit103-q12024.htm)[incorporated by reference to Exhi](https://www.sec.gov/Archives/edgar/data/789570/000078957024000014/exhibit103-q12024.htm)[bit 10.3 of the Company](https://www.sec.gov/Archives/edgar/data/789570/000078957024000014/exhibit103-q12024.htm)[’](https://www.sec.gov/Archives/edgar/data/789570/000078957024000014/exhibit103-q12024.htm)[s Quarterly Report on Form 10-Q fil](https://www.sec.gov/Archives/edgar/data/789570/000078957024000014/exhibit103-q12024.htm)[ed on May 1, 2024).](https://www.sec.gov/Archives/edgar/data/789570/000078957024000014/exhibit103-q12024.htm) | | |

| ^^10.1(27) | | | | | | [Shareholders’ Agreement, dated February 10, 2022, by and between ORIX Corporation and MGM Resorts Japan, LLC](https://www.sec.gov/Archives/edgar/data/789570/000078957024000029/exhibit102-q32024.htm) [(incorporated by reference to Exhibit 10.2 of th](https://www.sec.gov/Archives/edgar/data/789570/000078957024000029/exhibit102-q32024.htm)[e Company](https://www.sec.gov/Archives/edgar/data/789570/000078957024000029/exhibit102-q32024.htm)[’](https://www.sec.gov/Archives/edgar/data/789570/000078957024000029/exhibit102-q32024.htm)[s](https://www.sec.gov/Archives/edgar/data/789570/000078957024000029/exhibit102-q32024.htm) [Q](https://www.sec.gov/Archives/edgar/data/789570/000078957024000029/exhibit102-q32024.htm)[uarterly Report on F](https://www.sec.gov/Archives/edgar/data/789570/000078957024000029/exhibit102-q32024.htm)[orm 10-Q filed on October 30, 2024](https://www.sec.gov/Archives/edgar/data/789570/000078957024000029/exhibit102-q32024.htm)[)](https://www.sec.gov/Archives/edgar/data/789570/000078957024000029/exhibit102-q32024.htm)[.](https://www.sec.gov/Archives/edgar/data/789570/000078957024000029/exhibit102-q32024.htm) | | |

| 10.1(28) | | | | | | [Omnibus Amendment to Shareholders’ Agreement and Amended and Restated Memorandum of Understanding Regarding Draft Shareholders’ Agreement, dated October 18, 2024, by and between ORIX Corporation and MGM Resorts Japan, LLC](https://www.sec.gov/Archives/edgar/data/789570/000078957024000029/exhibit103-q32024.htm) [(incorporated by reference to Exhibit 10.3 of the Company](https://www.sec.gov/Archives/edgar/data/789570/000078957024000029/exhibit103-q32024.htm)[’](https://www.sec.gov/Archives/edgar/data/789570/000078957024000029/exhibit103-q32024.htm)[s Quarterly Report on Form 10-Q filed on October 30, 20](https://www.sec.gov/Archives/edgar/data/789570/000078957024000029/exhibit103-q32024.htm)[24).](https://www.sec.gov/Archives/edgar/data/789570/000078957024000029/exhibit103-q32024.htm) | | |

| *10.4(32) | | | | | | [F](https://www.sec.gov/Archives/edgar/data/789570/000078957025000008/exhibit10432-q42024.htm)[orm of](https://www.sec.gov/Archives/edgar/data/789570/000078957025000008/exhibit10432-q42024.htm) [Relative](https://www.sec.gov/Archives/edgar/data/789570/000078957025000008/exhibit10432-q42024.htm) [Perfor](https://www.sec.gov/Archives/edgar/data/789570/000078957025000008/exhibit10432-q42024.htm)[mance Share Unit Agr](https://www.sec.gov/Archives/edgar/data/789570/000078957025000008/exhibit10432-q42024.htm)[eement (Annual Grant)](https://www.sec.gov/Archives/edgar/data/789570/000078957025000008/exhibit10432-q42024.htm) [(for](https://www.sec.gov/Archives/edgar/data/789570/000078957025000008/exhibit10432-q42024.htm) [awar](https://www.sec.gov/Archives/edgar/data/789570/000078957025000008/exhibit10432-q42024.htm)[ds gr](https://www.sec.gov/Archives/edgar/data/789570/000078957025000008/exhibit10432-q42024.htm)[anted in October 2024 an](https://www.sec.gov/Archives/edgar/data/789570/000078957025000008/exhibit10432-q42024.htm)[d thereafter).](https://www.sec.gov/Archives/edgar/data/789570/000078957025000008/exhibit10432-q42024.htm) | | |

| *10.4(33) | | | | | | [F](https://www.sec.gov/Archives/edgar/data/789570/000078957025000008/exhibit10433-q42024.htm)[orm of Performance Share Unit Agreement (Annual Grant)](https://www.sec.gov/Archives/edgar/data/789570/000078957025000008/exhibit10433-q42024.htm) [(for awards granted in October 2024 and thereafter).](https://www.sec.gov/Archives/edgar/data/789570/000078957025000008/exhibit10433-q42024.htm) | | |

| ^^ | | | Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. MGM Resorts International agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request. In addition, certain information contained in this exhibit has been redacted pursuant to Item 601(a)(6) and Item 601(b)(10) of Regulation S-K. | | |

| *10.4(33) | | | | | | [Form of Omnibus Amendment to Relative Performance Share Unit Agreements (incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q filed on May 3, 2021).](https://www.sec.gov/Archives/edgar/data/789570/000156459021022697/mgm-ex105_127.htm) | | |

| ^19.3 | | | | | | [MGM Securities Trading Policy - Policy Supplement for Pre-](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit193-q42023.htm)[Clearance Insiders](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit193-q42023.htm) | | |

| 97 | | | | | | [Policy on Recovery of Incentive Compensation in Event of Financial Restatement](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit97-q42023.htm) | | |

Dated: February [removed: 23, 2024][added: 18, 2025]

| /s/ William J. Hornbuckle | | | | | | Chief Executive Officer and President (Principal Executive Officer) | | | | | | February [removed: 23, 2024] [added: 18, 2025] | | |