MGM Resorts International (MGM) 10-K risk factor changes: FY2025 vs FY2024

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

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

Our substantial indebtedness and significant financial commitments, including our rent payments and guarantees we provide of the indebtedness of the landlords of Bellagio, Mandalay Bay, and MGM Grand Las Vegas could adversely affect our operations, development options, and financial results and impact our ability to satisfy our obligations. As of December 31, [removed: 2024,] [added: 2025,] we had approximately [removed: $6.4] [added: $6.3] billion of principal amount of indebtedness outstanding on a consolidated basis, including [removed: $3.0] [added: $2.5] billion of outstanding indebtedness of MGM China.

[removed: Any increase in the interest] rates applicable to our existing or future borrowings would increase the cost of our indebtedness and reduce the cash flow available to fund our other liquidity needs.

[added: 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.

We also provide for guarantees (i) in the amount of 12.65 billion yen (approximately [removed: $80] [added: $81] million as of December 31, [removed: 2024)] [added: 2025)] for 50% of [removed: Osaka IR KK’s] [added: MGM Osaka’s] obligations to Osaka under various agreements related to the venture’s development of an integrated resort in Osaka, Japan and (ii) of an uncapped amount to provide funding to [removed: Osaka IR KK,] [added: MGM Osaka,] if necessary, for the completion of the construction and full opening of the integrated resort.

Similarly, development projects, including the development of an integrated resort in Japan, [removed: the redevelopment of Empire City,] strategic initiatives, including positioning BetMGM North America Venture as a leader in online sports betting and iGaming, investments in the growth of our international digital gaming business, and acquisitions could require significant capital commitments, the incurrence of additional debt, guarantees of third-party debt or the incurrence of contingent liabilities, any or all of which could have an adverse effect on our business, financial condition, results of operations and cash flows.

Current and future economic, capital and credit market conditions could adversely affect our ability to service our substantial indebtedness and significant financial commitments or make planned expenditures. Our ability to make payments on our substantial indebtedness and other significant financial commitments, including the rent payments under our leases, and to fund planned or committed capital expenditures and other investments depends on our ability to generate cash flow, receive distributions from our unconsolidated affiliates and subsidiaries (including [added: BetMGM North America Venture and] MGM China), and borrow under our senior credit facility or incur new indebtedness.

In addition, we have a significant amount of indebtedness maturing in [removed: 2026,] [added: 2027,] and thereafter.

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

In addition, in the last several years local referendums to allow retail gaming have passed in Virginia and Nebraska, with active lobbying occurring in states like [removed: Texas and] [added: Texas,] North Carolina [added: and Georgia,] among others.

We have also seen significant expansion across the United States and internationally in legalized forms of iGaming and online sports betting and expect additional jurisdictions will likely legalize iGaming and online sports betting in the [removed: future.][added: future as well as a rise in illegal forms of iGaming and online sports betting, such as sweepstakes, offshore operators and gray market operators.]

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

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 [removed: platforms] [added: platforms, such as prediction markets,] and marketing channels, or the introduction of new features and functionality or new marketing or promotional efforts by competitors.

[removed: Similarly, as a result of Macau’s Gaming Inspection and Co-ordination] Bureau increased scrutiny and restrictions imposed on gaming promoters, we along with certain other casino operators in Macau, suspended our primary gaming promoters in late 2021 and subsequently terminated our contractual arrangements with such promoters, which has led to substantial declines in revenues from gaming promoters.

Consumer preferences also evolve over time due to a variety of factors, including demographic changes, which, for instance, have resulted in [removed: recent] [added: the] growth in consumer demand for non-gaming offerings.

A recession, economic slowdown or any other significant economic condition, including [removed: continued or] increased inflationary pressures, affecting consumers, corporations, or the supply chain, generally is likely to cause a reduction in visitation to our properties, which would adversely affect our operating results.

Any slowdown in economic growth or changes to China’s current restrictions on currency conversion or movements, including market impacts resulting from China’s anti-corruption campaign and related tightening of liquidity provided by non-bank lending entities and cross-border currency monitoring (including increased restrictions on Union Pay withdrawals and other ATM limits on the withdrawal of cash and facial recognition technology on ATM machines in Macau to strictly enforce the “know your customer” regulations for mainland Chinese bank cardholders), could disrupt the number of visitors from mainland China and/or the amounts they are willing [removed: to spend at our properties.]

[added: 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.

[removed: High-end gaming is more volatile than other forms of] gaming, and variances in win-loss results attributable to high-end gaming may have a significant positive or negative impact on cash flow and earnings in a particular quarter.

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 [added: 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.]

Significant negative trends, reduced estimates of future cash flows, [added: changes in our business strategy,] disruptions to our business, slower growth rates or lack of growth have resulted in write-downs and impairment charges in the past and, if one or more of such events occurs in the future, additional impairment charges or write-downs may be required in future periods.

Co-investing in properties or businesses, including our [removed: investment] [added: investments] in BetMGM North America [removed: Venture,] [added: Venture and MGM Osaka,] decreases our ability to manage risk. In addition to acquiring or developing hotels and resorts or acquiring companies that complement our business directly, we have from time to time invested, and expect to continue to invest, in properties or businesses as a co-investor.

[removed: Further, we may be unable to take action without the approval of our] co-investors, or our co-investors could take actions binding on the property without our consent.

Disagreements between us and Entain could arise in the future, [removed: including with respect to] [added: which could disrupt] the [removed: amount and timing of capital contributions.][added: venture’s operations.]

In addition, the regulatory [removed: approvals] [added: approvals, debt agreements or other contractual arrangements] associated with our development projects may require us to open future casino properties by a certain specified time and to the extent we are unable to meet those deadlines, and any such deadlines are not extended, we may lose our regulatory approval to open a casino resort in a proposed jurisdiction, or incur payment [removed: penalties] [added: penalties, fines or other expenses,] in connection with any delays which could have an adverse effect on our business, financial condition, results of operations and cash flows.

[added: 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.

As of December 31, [removed: 2024,] [added: 2025,] approximately [removed: 38,000] [added: 37,000] of our [added: U.S.] employees are covered by collective bargaining agreements, some of which will expire in [removed: 2025.][added: 2026.]

Also, wage and/or benefit increases [added: or other contractual obligations] resulting from new labor agreements may be significant and could also have an adverse impact on our results of operations.

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 [added: 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.]

In addition, we periodically review our business to identify properties or other assets that we believe either are non-core, no longer complement our business, are in markets which may not benefit us as much as other markets or could be [removed: sold at significant premiums.]

[added: 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.

The failure to maintain the integrity of our information and other systems or customer information [removed: can] [added: could] result in damage to our reputation, subject us to fines, payment of damages, lawsuits and restrictions on our use of data, and have a material adverse effect on our business, financial condition, and results of operations. We collect and process information relating to our employees, guests, and others for various business purposes, including marketing and promotional purposes.

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

In [added: January] 2026, additional privacy requirements [removed: will go] [added: went] into effect in [removed: states including,] Indiana, Kentucky, and Rhode Island.

[added: A cybersecurity incident also could] require that we expend significant additional resources on remediation, restoration, and enhancement of our information technology and other systems.

Among other things, this issue resulted in system shutdowns that created operational disruptions at our domestic properties, adversely affected revenues, and [removed: is subjecting] [added: subjected] us to litigation, investigations, and potential regulatory penalties or other remedies.

While [removed: this regulation has been voluntarily stayed by] the SEC [removed: pending judicial review,] [added: ended its defense of the reporting requirements,] there can be no assurance that we will not be subject to this regulation, or other climate regulation promulgated by another federal agency, in the future.

Similar federal, state, local, and international legislation and regulation based on concerns about climate [removed: change] [added: change, such as California’s SB 253 and SB 261 climate related disclosure laws and Maryland’s Climate Solutions Now Act of 2022,] could result in increased regulatory [added: and other] costs, which may include [added: increased disclosures and/or] capital expenditures on our existing properties to ensure compliance with [removed: 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 [added: partners found unsuitable by the regulators or, alternatively, cease operations in that jurisdiction.]

Any increase in the interest

In addition, to the extent we no longer provide the shortfall guarantees, we would recognize certain tax gains related to our investments in Bellagio REIT Venture, the landlord of Bellagio, and VICI Properties OP LLC (“VICI OP”), the owner of the landlords of certain of our domestic properties, which may be significant.

Further, we entered into certain tax protection agreements related to these investments that will expire in 2029 and 2037.

Following the expiration of the agreements, to the extent Bellagio REIT Venture and VICI OP engage in certain transactions, we may realize taxable gains and such gains may be significant.

Changes in tax laws or regulations may also materially affect the amount and timing of recognizing taxable gains on these investments.

Finally, in 2025, the New York Gaming Commission issued licenses for three integrated resorts projects that will include live-dealer table games, which we expect will increase competition in the Northeast corridor and may have a negative impact on our New York and New Jersey operations.

Similarly, as a result of Macau’s Gaming Inspection and Co-ordination

to spend at our properties.

High-end gaming is more volatile than other forms of

For instance, in 2025, we recorded a non-cash impairment charge of the full amount of the Empire City reporting unit’s goodwill of $256 million.

Further, we may be unable to take action without the approval of our

Any of our future construction, development or expansion projects, such as our integrated resort under construction in Japan, will be subject to a number of risks, including:

sold at significant premiums.

any new or updated regulations, which may potentially adversely affect our operations.

From time to time, legislators and

China may have conflicting fiduciary obligations to our stockholders and to the minority stockholders of MGM China.

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

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.

If we and Entain are unable to support the future funding of BetMGM North America Venture, then BetMGM North America Venture may not have the resources to execute on the development or implementation of its strategies, including funding efforts to increase its market share, which could result in us not receiving the anticipated benefits from our investment.

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:

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.

Furthermore, notwithstanding our efforts to access a new jurisdiction or market, our ability to successfully enter

A cybersecurity incident also could

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

We also cannot assure you that if the concession is

*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: 2024] [added: 2025] compared to December 31, [removed: 2023.][added: 2024.]

Discussion of our financial condition and results of operations as of and for the year ended December 31, [removed: 2023] [added: 2024] compared to December 31, [removed: 2022] [added: 2023] can be found in our Annual Report on Form 10-K* *for the fiscal year ended December 31, [removed: 2023,] [added: 2024,] filed with the Securities and Exchange Commission (“SEC”) on February [removed: 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.*][added: 18, 2025.*]

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 [removed: strategy and the recovery from the COVID-19 pandemic, including the removal of COVID-19 travel restrictions in Macau and mainland China.][added: strategy.]

In December 2021, we and ORIX formed a venture, [removed: Osaka IR KK,] [added: MGM Osaka,] through which we plan to develop the integrated resort.

On April 27, 2022, we, together with Osaka prefecture/city, [removed: Osaka IR KK,] [added: MGM Osaka,] and ORIX, submitted an ADP to Japan’s central government.

On April 14, 2023, we announced that the Japanese government officially certified the ADP, and, in September 2023, [added: MGM] Osaka [removed: IR KK] signed an agreement with Osaka to implement the ADP.

- On April 29, 2022, VICI acquired MGM Growth Properties LLC [removed: (“MGP”)] [added: (“MGP”), our subsidiary that held the real estate assets of certain of our domestic properties,] in a stock-for-stock [removed: transaction (such transaction, the “VICI Transaction”).][added: transaction.]

[removed: In connection with the VICI Transaction, we] [added: We] entered into an amended and restated master lease with VICI.

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

See Note [removed: 4 and Note] 11 for discussion of the [removed: transaction and lease, respectively.][added: lease.]

- On September 7, 2022, we acquired LeoVegas through a tender offer at a cash price of [removed: SEK 61] [added: SEK61] per share, for a total fair value of equity interests acquired of approximately $556 million, inclusive of cash settlement of equity awards.

See Note [removed: 4] [added: 11] for discussion of [removed: this transaction.][added: the lease.]

During the year ended December 31, [removed: 2024,] [added: 2025,] Las Vegas visitor volume [removed: increased 2%] [added: decreased 8%] compared to [removed: 2023] [added: 2024] according to information published by the Las Vegas Convention and Visitors [removed: 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.][added: Authority.]

During the year ended December 31, [removed: 2024,] [added: 2025,] Macau visitor arrivals increased [removed: 24%] [added: 15%] compared to [removed: 2023] [added: 2024] according to statistics published by the Statistics and Census Service of the Macau [removed: Government, as 2024 was positively affected by the continued recovery after the removal of COVID-19 related travel and entry restrictions.][added: Government.]

- 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 [added: indicators); “win” or “hold” percentage, which is not fully controllable by us.]

| | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Net revenues | | | | | | $ | [removed: 17,240,545] [added: 17,537,683] | | | | | $ | [removed: 16,164,249] [added: 17,240,545] | | | | | $ | [removed: 13,127,485] [added: 16,164,249] | |

| Operating income | | | | | | [removed: 1,490,456] [added: 1,001,780] | | | | | | [removed: 1,891,497] [added: 1,490,456] | | | | | | [removed: 1,439,372] [added: 1,891,497] | | |

| Net income | | | | | | [removed: 1,064,608] [added: 520,872] | | | | | | [removed: 1,314,924] [added: 1,064,608] | | | | | | [removed: 206,731] [added: 1,314,924] | | |

| Net income attributable to MGM Resorts International | | | | | | [removed: 746,558] [added: 205,862] | | | | | | [removed: 1,142,180] [added: 746,558] | | | | | | [removed: 1,473,093] [added: 1,142,180] | | |

Consolidated net revenues increased [removed: 7%] [added: 2%] in [removed: 2024] [added: 2025] compared to [removed: 2023] [added: 2024] due primarily to MGM China increasing [removed: 28%,] [added: 11%,] MGM Digital increasing [removed: 28%,] [added: 19%,] and [removed: our] Regional Operations increasing 1%, [added: partially offset by our Las Vegas Strip Resorts decreasing 4%,] each as compared to [removed: 2023] [added: 2024] and as discussed below.

Consolidated operating income decreased [removed: 21%] [added: 33%] in [removed: 2024] [added: 2025] compared to [removed: 2023.][added: 2024.]

The [removed: decrease] [added: change] was due primarily to [removed: the $399 million gain in the prior year period related to the sale of the operations of Gold Strike Tunica recorded in property transactions, net,] an increase in [added: costs, primarily] payroll [removed: related expenses,] [added: related, marketing, and] gaming taxes, [removed: and promotional expense,] [added: which were] partially offset [removed: by the] [added: with an] increase in net [removed: revenues] [added: revenues,] discussed above.

| Casino | | | | | | $ | [removed: 1,960,146] [added: 2,013,701] | | | | | $ | [removed: 2,127,612] [added: 1,960,146] | | | | | $ | [removed: 2,104,096] [added: 2,127,612] | |

| Rooms | | | | | | [removed: 3,159,497] [added: 2,880,685] | | | | | | [removed: 3,027,668] [added: 3,159,497] | | | | | | [removed: 2,729,715] [added: 3,027,668] | | |

| Food and beverage | | | | | | [removed: 2,356,718] [added: 2,260,651] | | | | | | [removed: 2,289,812] [added: 2,356,718] | | | | | | [removed: 2,125,738] [added: 2,289,812] | | |

| Entertainment, retail and other | | | | | | [removed: 1,339,752] [added: 1,286,466] | | | | | | [removed: 1,354,054] [added: 1,339,752] | | | | | | [removed: 1,438,823] [added: 1,354,054] | | |

| | | | | | | [removed: 8,816,113] [added: 8,441,503] | | | | | | [removed: 8,799,146] [added: 8,816,113] | | | | | | [removed: 8,398,372] [added: 8,799,146] | | |

| Casino | | | | | | [removed: 2,737,778] [added: 2,772,734] | | | | | | [removed: 2,712,205] [added: 2,737,778] | | | | | | [removed: 2,901,072] [added: 2,712,205] | | |

| Rooms | | | | | | [removed: 304,322] [added: 307,959] | | | | | | [removed: 296,100] [added: 304,322] | | | | | | [removed: 284,213] [added: 296,100] | | |

| Food and beverage | | | | | | [removed: 456,129] [added: 461,549] | | | | | | [removed: 440,002] [added: 456,129] | | | | | | [removed: 429,188] [added: 440,002] | | |

| Entertainment, retail and other | | | | | | [removed: 222,093] [added: 230,091] | | | | | | [removed: 222,002] [added: 222,093] | | | | | | [removed: 201,412] [added: 222,002] | | |

| | | | | | | [removed: 3,720,322] [added: 3,772,333] | | | | | | [removed: 3,670,309] [added: 3,720,322] | | | | | | [removed: 3,815,885] [added: 3,670,309] | | |

| Casino | | | | | | [removed: 3,496,697] [added: 3,909,643] | | | | | | [removed: 2,787,837] [added: 3,496,697] | | | | | | [removed: 567,573] [added: 2,787,837] | | |

| Rooms | | | | | | [removed: 217,798] [added: 188,757] | | | | | | [removed: 177,158] [added: 217,798] | | | | | | [removed: 43,216] [added: 177,158] | | |

| Food and beverage | | | | | | [removed: 265,883] [added: 323,764] | | | | | | [removed: 161,669] [added: 265,883] | | | | | | [removed: 49,312] [added: 161,669] | | |

| Entertainment, retail and other | | | | | | [removed: 42,006] [added: 39,579] | | | | | | [removed: 26,945] [added: 42,006] | | | | | | [removed: 13,492] [added: 26,945] | | |

| | | | | | | [removed: 4,022,384] [added: 4,461,743] | | | | | | [removed: 3,153,609] [added: 4,022,384] | | | | | | [removed: 673,593] [added: 3,153,609] | | |

| Casino | | | | | | [removed: 552,012] [added: 654,190] | | | | | | [removed: 432,146] [added: 552,012] | | | | | | [removed: 133,435] [added: 432,146] | | |

| Reportable segment net revenues | | | | | | [removed: 17,110,831] [added: 17,329,769] | | | | | | [removed: 16,055,210] [added: 17,110,831] | | | | | | [removed: 13,021,285] [added: 16,055,210] | | |

During 2025, the construction of the project progressed as anticipated.

- In the third quarter of 2025, the competitive and economic assumptions underpinning our return expectations on our investment in a commercial gaming facility changed, which led us to determine we would withdraw our application for a commercial gaming license for Empire City.

As such, in the third quarter of 2025, we recorded an impairment of the full amount of the Empire City reporting unit’s goodwill of $256 million and charges for write-downs and impairments within “Property transactions, net” of $93 million, of which charges primarily consist of the impairment of $52 million relating to Empire City’s existing gaming license.

We will instead continue to operate Empire City in its current format.

Refer to Note 7 for further discussion.

- In October 2025, we entered into an agreement to sell the operations of MGM Northfield Park for $546 million in cash, subject to customary purchase price adjustments.

Upon closing, the master lease between us and VICI will be amended to remove MGM Northfield Park and to reflect a $53 million reduction in annual cash rent, subject to a 2% escalator on May 1, 2026.

The transaction is expected to close in the first half of 2026, subject to the receipt of regulatory approvals and other customary closing conditions.

The decrease was due primarily to $279 million of goodwill impairment of which $256 million related to Empire City, $93 million of write-offs and impairments related to Empire City recorded within property transactions, net, an increase in gaming taxes incurred primarily at MGM China, and an increase in depreciation and amortization expense, partially offset by a $161 million increase in income from unconsolidated affiliates and the increase in net revenues, discussed above.

Depreciation and amortization expense increased $186 million compared to the prior year period due primarily to recently completed capital projects.

| | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

Las Vegas Strip Resorts rooms revenue decreased 9% in 2025 compared to 2024 due primarily to a decrease in RevPAR and the impact from the room remodel at MGM Grand Las Vegas.

| | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

MGM Digital net revenues increased 19% in 2025 compared to 2024 due primarily to organic growth and brand expansion.

| | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

MGM China Segment Adjusted EBITDAR increased 11% in 2025 compared to 2024.

| | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

These favorable impacts were partially offset by nontaxable and nondeductible items.

In 2025, the Company received net cash refunds for income taxes compared to net cash paid for income taxes in 2024, primarily reflecting refunds associated with the completion of the IRS examination of our 2015-2019 federal income tax returns.

On July 4, 2025, the One Big Beautiful Bill (OBBB) Act was signed into law in the United States, which has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

Provisions effective in 2025 provide for immediate expensing of domestic research and development costs and restores 100% bonus depreciation.

While these provisions favorably impacted current tax expense, the legislation did not have a material impact on our effective tax rate.

We will continue to evaluate OBBB’s provisions that take effect in future years.

| | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| Net income | | | | | | 520,872 | | | | | | 1,064,608 | | | | | | 1,314,924 | | |

| Operating income | | | | | | 1,001,780 | | | | | | 1,490,456 | | | | | | 1,891,497 | | |

| Goodwill impairment | | | | | | 278,927 | | | | | | — | | | | | | — | | |

| Consolidated Adjusted EBITDA | | | | | | $ | 2,425,623 | | | | | $ | 2,410,841 | | | | | $ | 2,335,527 | |

| | | | December 31, 2025 | | |

| Current assets | | | $ | 3,086,445 | |

| Net revenues | | | $ | 10,580,153 | |

| Net income | | | 289,238 | | |

| | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

In 2025, we made payments of $1.1 billion in capital expenditures, as further discussed below, contributed $238 million to unconsolidated affiliates, and received $207 million in distributions from unconsolidated affiliates, which included $135 million from BetMGM North America Venture.

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

MGP Class A shareholders received 1.366 shares of newly issued VICI stock in exchange for each MGP Class A share outstanding and we received 1.366 units of VICI Properties OP LLC (“VICI OP”) in exchange for each MGM Growth Properties Operating Partnership LP (“MGP OP”) unit held by us.

In connection with the exchange, VICI OP redeemed the majority of our VICI OP units, with us retaining an approximate 1% ownership interest in VICI OP.

MGP’s Class B share that was held by us was cancelled.

Accordingly, we no longer hold a controlling interest in MGP and deconsolidated MGP upon the closing of the transaction.

See Note 4 and Note 11 in the accompanying consolidated financial statements for discussion of the transaction and lease, respectively.

Additionally, we entered into

As a result, we reassessed the useful life of the MGM Grand Paradise gaming subconcession intangible asset and reduced the useful life to align with the contractual term of the subconcession, which expired on December 31, 2022, thereby accelerating the recognition of amortization within our statements of operations.

See Note 7 in the accompanying consolidated financial statements for further discussion.

On January 8, 2023, Macau lifted the majority of its COVID-19 pandemic travel and quarantine restrictions with the exception of overseas visitors travelling from outside of mainland China, Hong Kong and Taiwan being required to present a negative nucleic acid test or rapid antigen test result, and, on February 6, 2023, all remaining COVID-19 travel restrictions were removed.

indicators); “win” or “hold” percentage, which is not fully controllable by us.

Las Vegas Strip Resorts food and beverage revenue increased 3% in 2024 compared to 2023 due primarily to an increase in catering and banquet revenue.

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

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

MGM Digital 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.

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.

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.

MGM Digital’s Segment Adjusted EBITDAR loss was $32 million in 2023 compared to Segment Adjusted EBITDAR of $0.4 million in 2022.

The change is due primarily to a full year of operations of LeoVegas reflected for 2023 while 2022 included results of operations of LeoVegas from the date of acquisition of September 7, 2022 through December 31, 2022.

| Gain on sale of the operations of The Mirage | | | | | | — | | | | | | — | | | | | | (1,066,784) | | |

| MGP BREIT Venture (through April 29, 2022) | | | | | | $ | — | | | | | $ | — | | | | | $ | 51,051 | |

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

These changes were partially offset by an increase in incremental U.S. tax on foreign earnings.

Cash paid for income taxes decreased in 2024 compared to 2023 primarily due to the payment of income taxes in 2023 related to the disposition of The Mirage and Gold Strike Tunica, partially offset by the utilization of our remaining overall domestic loss in 2023 prior to fully sheltering 50% of domestic taxable income.

| Gain on REIT transactions, net | | | | | | — | | | | | | — | | | | | | (2,277,747) | | |

| | | | December 31, 2024 | | |

| Current assets | | | $ | 3,045,925 | |

| Net revenues | | | $ | 10,825,067 | |

| Net income | | | 427,878 | | |

In comparison, in 2023, we made payments of $932 million in capital expenditures, as further discussed below, contributed $161 million to unconsolidated affiliates, paid $122 million to acquire Push Gaming,

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

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

The net repayments of debt were funded with cash on hand.

In February 2024, we amended our senior secured credit facility to increase the facility to $2.3 billion and extend the maturity date to February 2029.

In May 2024, MGM China further exercised the option to increase the amount of the second revolving facility to its full capacity, as discussed in Note 9.

If our pursuit of a commercial gaming facility in New York is successful, we expect the project cost to be approximately $2 billion, inclusive of a $500 million license fee, with the amount and timing of costs dependent upon the progress and scope of the project and selection process.

Additionally, we have cash commitments to fund Osaka IR KK relating to the development of an integrated resort in Osaka, Japan for our proportionate share of the unfinanced portion of Osaka IR KK’s development project, of which the estimated remaining amount of approximately 271 billion yen (approximately $1.7 billion as of December 31, 2024) is anticipated to be funded over the next five years.

We expect our funding amount will increase due to inflation and other factors, which increase is subject to ongoing negotiations with contractors and other stakeholders.

Indefinite-lived intangible assets consist primarily of license rights and trademarks.

As of December 31, [removed: 2024,] [added: 2025,] variable rate borrowings represented approximately [removed: 7%] [added: 13%] of our total borrowings.

| | | | | | | Debt maturing in | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fair Value December 31, [removed: 2024] [added: 2025] | | |

| | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | [removed: 2028] [added: 2029] | | | | | | [removed: 2029] [added: 2030] | | | | | | Thereafter | | | | | | Total | | | | | | | | |

| Fixed-rate | | | | | | $ | [removed: 500] [added: 1,150] | | | | | $ | [removed: 1,150] [added: 1,425] | | | | | $ | [removed: 1,425] [added: 750] | | | | | $ | [removed: 750] [added: 850] | | | | | $ | [removed: 850] [added: —] | | | | | $ | 1,250 | | | | | $ | [removed: 5,925] [added: 5,425] | | | | | $ | [removed: 5,839] [added: 5,492] | |

| Average interest rate | | | | | | [removed: 5.3] [added: 5.4] | | % | | | | [removed: 5.4] [added: 5.1] | | % | | | | [removed: 5.1] [added: 4.8] | | % | | | | [removed: 4.8] [added: 6.1] | | % | | | | [removed: 6.1] [added: N/A] | | [removed: %] | | | | 6.8 | | % | | | | [removed: 5.6] [added: 5.7] | | % | | | | | | |

| Variable rate | | | | | | $ | — | | | | | $ | [removed: 478] [added: —] | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: —] [added: 835] | | | | | $ | — | | | | | $ | [removed: 478] [added: 835] | | | | | $ | [removed: 478] [added: 835] | |

| Average interest rate | | | | | | N/A | | | | | | [removed: 7.6] [added: N/A] | | [removed: %] | | | | N/A | | | | | | N/A | | | | | | [removed: N/A] [added: 4.9] | | [added: %] | | | | N/A | | | | | | [removed: 7.6] [added: 4.9] | | % | | | | | | |

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

As of December 31, [removed: 2024,] [added: 2025,] a 1% adverse change in the exchange rate would result in a foreign currency transaction loss of [removed: $25] [added: $20] million.

As of December 31, [removed: 2024,] [added: 2025,] a 10% adverse change in the exchange rate would result in a foreign currency transaction loss of $220 million.

As of December 31, [removed: 2024, the notional amount of forward contracts was $1.3 billion and] [added: 2025,] a 10% adverse change in the exchange rate would result in a foreign currency transaction loss of approximately [removed: $127 million.][added: $109 million and $35 million for the forward contracts and the senior secured yen credit facility, respectively.]

As of December 31, [removed: 2024,] [added: 2025,] a 10% adverse change in the quoted market prices would result in an impact to earnings of [removed: $39] [added: $35] million.

We have commitments to fund MGM Osaka, which are denominated in Japanese yen, of JPY356.9 billion (approximately $2.3 billion) as of December 31, 2025.

As of December 31, 2025, a 10% adverse change in the exchange rate would result in a $228 million increase in the funding commitment.

To manage this exchange rate risk, we hold forward currency exchange contracts with a notional amount of JPY154.3 billion and a senior secured yen credit facility, which consists of a JPY54.2 billion term loan A facility with an option to increase the amount of the facility to JPY67.8 billion, each as of December 31, 2025.

The forward contracts and senior secured yen credit facility are denominated in Japanese yen, which may cause foreign currency transaction losses.

deemed appropriate, through the use of derivative instruments.

We hold forward foreign exchange contracts to hedge certain portions of forecasted cash flows denominated in Japanese yen.

*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 [removed: “our.” MGM China Holdings Limited together with its subsidiaries is referred to as “MGM China.”*][added: “our.”*]

As of December 31, [removed: 2024,] [added: 2025,] we operate 16 domestic casino properties and, through our approximate 56% controlling interest in MGM China Holdings Limited (together with its subsidiaries, “MGM China”), which owns MGM Grand Paradise, S.A. (“MGM Grand Paradise”), operate two casino properties in Macau.

Additionally, through our 50% ownership interest in [added: MGM] Osaka [removed: IR KK,] [added: Corporation (“MGM Osaka”),] an unconsolidated affiliate, we are developing an integrated resort in Osaka, Japan.

At the same time, we have continued to focus on key growth opportunities that align with our vision, particularly by investing in U.S. online sports betting and iGaming through BetMGM North America Venture, acquiring [added: and investing in] LeoVegas to expand our global online presence, expanding our digital capabilities, and seeking to [added: further] diversify our [removed: Asia] [added: international] operations with development efforts in Japan.

As of December 31, [removed: 2024,] [added: 2025,] we have four reportable segments: Las Vegas Strip Resorts, Regional Operations, MGM China, and MGM Digital, as generally described below.

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

[removed: We] [added: As of December 31, 2025, we] own approximately 56% of MGM China, which owns MGM Grand Paradise, the Macau company that owns and operates the MGM Macau and MGM Cotai casino resorts and holds the related gaming concession and land concessions.

We believe [removed: our ownership interest in] MGM China plays an important role in extending our reach internationally and will foster future growth and profitability.

[removed: Although visitation during 2022 was significantly reduced by the novel 2019 coronavirus (“COVID-19”) pandemic, visitation during 2023 and 2024 rebounded, and we] [added: We] expect the long-term future growth of the Asian gaming market to drive additional visitation at MGM Macau and MGM Cotai.

MGM Digital is our [added: consolidated] online gaming portfolio which is primarily comprised of LeoVegas, which is headquartered in Sweden and Malta and operates internationally, primarily in [removed: Europe, as well as our other] [added: Europe and, through its] consolidated [removed: subsidiaries that offer interactive gaming.][added: venture, in Brazil.]

Our investments in unconsolidated affiliates are primarily comprised of our ventures, such as BetMGM North America Venture and [removed: Osaka IR KK.][added: MGM Osaka.]

Major competitors, including [removed: new] [added: newer] entrants, have either recently expanded their hotel room capacity and convention space offerings, or have plans to expand their capacity or construct new resorts in Las Vegas.

The majority of MGM China’s casino revenue has been provided by main floor gaming operations in recent years and we expect this [removed: customer base] will be the primary source of growth in the future.

We offer amenities to attract players such as premium gaming lounges and stadium-style electronic table games terminals, which include both table games and slots to create a dedicated exclusive gaming space for premium main floor players’ use, as well as non-gaming amenities, such as The [removed: Mansion and] [added: Mansion,] MGM Cotai Emerald [added: Villa, and MGM Macau Alpha] Villa to attract ultra-high end customers.

In addition to our loyalty programs, we leverage multiple marketing channels—including [removed: brand ambassadors,] online, radio, television, print, and billboards in select U.S. and international cities.

These include: [removed: Owning, managing, and] [added: Owning and/or] operating gaming and non-gaming facilities, as well as [added: expanding into new markets and expanding our brands for iGaming and online sports betting.]

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

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

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

We are growing our business internationally through MGM Digital by building on our core markets and identifying new opportunities for expansion and brand [removed: distribution, requiring limited capital.][added: distribution.]

We continue to expand our digital portfolio by enhancing e-commerce and [removed: seamlessly] integrating our physical [removed: resorts] [added: properties] with digital casino and sports betting experiences.

This includes cross-property and omni-channel promotions in Las Vegas [added: and our Regional properties] that provide added value to our guests.

Our MGM Rewards loyalty [removed: technology] platform enables guests to earn [removed: points] seamlessly across gaming and non-gaming activities, with improved redemption flows and a more streamlined experience through the app.

For over a decade, we have had [removed: a dedicated board committee focused on] [added: board-level oversight of our] Corporate [removed: Social] Responsibility [removed: and Sustainability (“CSR&S”).][added: efforts.]

[added: All MGM China casinos have been recognized by the government working group as “Responsible Gaming Implementation Model Units.”] Digitally, we have implemented a number of functions and tools to protect customers and work proactively to provide support for individuals who develop unsound gaming behavior.

We are focused on fostering a people-driven culture exemplified by how we lead and uphold the following core company [removed: values:] [added: values to create an engaged workforce:] Captivate Our Audience, Inspire Excellence, Champion Inclusion, and Win [removed: Together, to create an engaged workforce.][added: Together.]

We invest significant resources to develop the talent needed, now and for the future, to be [removed: a premier] [added: an] employer of choice across the gaming, hospitality, and entertainment industries.

[removed: where employees, at all levels, are engaged in developing their knowledge, skills, and abilities through a variety of modalities, including digitally, and we] [added: We] support the long-term career aspirations of our employees through education and professional/personal development and skills-based learning.

We offer tuition reimbursement, contribute toward student loan debt repayment, and have partnered with the Nevada System of Higher Education to enable employees to earn a degree online free of charge for all credit [removed: hours.][added: hours and reimburse employees for any required course textbooks.]

[removed: Over the past year we] [added: We] have focused on growing our talent pipeline, [added: investing in our frontline leadership population with a 12-month onboarding and development program,] reinforcing our leadership expectations and company culture across all leadership positions and enhancing employee recognition [removed: and onboarding programs applicable] across all levels.

The channels include but are not limited to open forums and conversations with executives, employee engagement surveys with detailed action planning, and employee and business [removed: network] [added: resource] groups, which are open to all employees.

Our approach to employee health and wellness is holistic and multi-dimensional, focusing on the four pillars of the MGM Resorts World of Wellbeing (WOW): physical, emotional, [removed: financial] [added: financial,] and community.

In [removed: an effort to better support the emotional well-being of our employees,] [added: addition,] we [removed: recently implemented] [added: have successfully transitioned to] a new Employee Assistance Program (EAP) provider who offers an enhanced mental health benefit to our employees and their loved ones.

We understand our responsibility to contribute to the [removed: social and economic] progress of the communities in which we operate and are invested in growing and supporting such communities.

Our strategies aim to reflect, sustain, and build on the best aspects of a community by creating good jobs, providing strong wages, teaching [removed: resilient] [added: critical] skills, and implementing workforce development opportunities.

[removed: In an effort to] [added: To] foster employee engagement in our philanthropic efforts, we established a Matching Gifts program in 2021, matching employee donations to their charities of choice.

As of December 31, [removed: 2024,] [added: 2025,] we had approximately [removed: 45,000] [added: 44,000] full-time and 18,000 part-time employees [removed: domestically.][added: in the U.S. and 16,000 employees internationally.]

We had collective bargaining agreements with unions covering approximately [removed: 38,000] [added: 37,000] of our [added: U.S.] employees as of December 31, [removed: 2024.][added: 2025.]

Negotiations for successor contracts will be scheduled with our employees’ collective bargaining representatives as contract expiration dates approach and will continue throughout [removed: 2025.][added: 2026.]

These laws and regulations include, but are not limited to, restrictions and conditions concerning alcoholic beverages, smoking, employees, currency transactions, taxation, zoning and building codes (including regulations under [removed: the Americans with Disabilities Act, which requires all public accommodations to meet certain federal requirements related to access and use by persons with disabilities), construction, land use and marketing and advertising.]

Additionally, we leverage our

During 2025, the construction of the project progressed as anticipated.

Additionally, we leverage data, analytics, and predictive modeling to personalize offers and create targeted upsell opportunities, which we expect will enhance customer acquisition, engagement, and value over time.

Corporate Responsibility

We have a longstanding commitment to Corporate Responsibility.

Our corporate and people strategies and corporate responsibility approach center on uplifting our people and the communities in which we operate.

A comprehensive framework lays out four strategic pillars that guide our work: investing in environmental stewardship; fostering a culture of respect; supporting our communities; and demonstrating responsible business practices.

At MGM China, we strictly comply with all local laws and remain committed to expanding employee and community programs that foster a healthy and orderly society.

Our streamlined recruitment processes result in faster sourcing and recruitment to meet the needs of the business.

We are committed to a culture of continuous learning where employees, at all levels, are engaged in developing their knowledge, skills, and abilities through a variety of modalities, including digitally.

*Fostering a Culture of Respect*

Externally, we strengthen communities and expand business opportunities through strategic partnerships, alignment with local service commitments, and investment in local and small business development.

In an effort to better support the well-being of our employees, we recently implemented a new virtual physical therapy solution that significantly increases access to qualified therapists.

*Philanthropy*

Collective bargaining agreements covering small groups of Las Vegas property and corporate employees are scheduled to expire the first half of 2026, and collective bargaining agreements in regional operations covering approximately 3,000 employees are also scheduled to expire in 2026.

Certain of our non-U.S. employees are also subject to collective bargaining agreements.

the Americans with Disabilities Act, which requires all public accommodations to meet certain federal requirements related to access and use by persons with disabilities), construction, land use and marketing and advertising.

| Gary M. Fritz | | | | | | 52 | | | | | | Chief Commercial Officer and President of MGM Digital | | |

Ms. Molino was appointed as Chief Operating Officer in January 2026.

Previously, she served as Chief Public Affairs Officer and President and Chief Operating Officer of Aria and Vdara.

Before moving into operations, she served as our Senior Vice President of Public Affairs.

Ms. Molino joined the Company in January 2017 from the U.S. Senate, where from 2011 – 2016 she served as first Counsel and later Chief Counsel to former Senate Majority and Democratic Leader Harry Reid (D-NV).

From 2007 – 2011 she served as International Trade Counsel to the U.S. Senate Finance Committee under then-Chairman Max Baucus (D-MT).

Prior to her time in the Senate, Ms. Molino served as an Attorney-Advisor in the Office of General Counsel at the U.S. Department of Commerce.

From January 2021 to November 2025, he served as Chief Financial Offer and Treasurer.

Mr. Fritz has served as Chief Commercial Officer and President of MGM Digital since September 2025.

From October 2022 to September 2025, he served as President, MGM Resorts International Interactive.

Prior to joining the Company, Mr.

The Macau gaming market has two primary customer bases: main floor gaming operations and slot machine operations.

expanding into new markets for iGaming and online sports betting.

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.

We are continuously exploring new geographies for future development, including Thailand.

Additionally, with a focus on the development of our proprietary technology and product innovation, we believe this positions our digital operations for further expansion into new markets and to maintain our growth within existing markets.

Additionally, we have deployed digital commerce and pricing technologies that allow us to offer personalized packages and targeted upsell opportunities.

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

Social Impact & Sustainability

At MGM Resorts, our commitment to environmental and social responsibility has been long-standing.

In 2019, we appointed one Executive Committee-level leader to manage the MGM Resorts Social Impact and Sustainability Center of Excellence.

Reporting directly to the Chief Executive Officer and President, this leader serves as liaison to the CSR&S Committee of the Board of Directors.

This leader also oversees the Human Resources function and is thus able to integrate social impact and sustainability considerations more deeply into the core culture of our organization through proactive management of our human and social capital initiatives.

*Social Impact and Sustainability Reporting*

The Company’s Social Impact and Sustainability Task Force, which is composed of executives from across the Company, including representation from the Company’s Executive Committee, conducted our first assessment of priority Social Impact and Sustainability topics, which guided our social impact and sustainability reporting since 2020.

In 2023, we engaged external experts to assist with a more comprehensive assessment that focuses on both a topic’s impact on our Company, as well as our Company’s related impact on the world at large.

We published a summary of our findings from this assessment in early 2024.

Throughout 2024, we continued our progress on key social impact and sustainability initiatives and disclosures, supporting our commitment to MGM Resorts’ Focused on What Matters platform and the UN Sustainable Development Goals.

Our most recent Social Impact & Sustainability Report illustrated the Company’s progress towards our public goals.

In 2024, we continued our reporting aligned with the recommendations of the Task Force on Climate-related Financial Disclosures and published our second Consolidated Social Impact & Sustainability Factbook.

The factbook, which reflects U.S. and Macau operations data, is a centralized collection of our key social impact and sustainability metrics including our corporate social impact and sustainability goals, metrics aligned with Global Reporting Initiative standards, and metrics aligned with the Sustainability Accounting Standards Board Hotels & Lodging and Casinos & Gaming sector standards.

We expect to publish updated materials in 2025 detailing progress made in 2024.

These reports, as well as other disclosures, assurance statements, and policies are available at mgmresorts.com/en/company/esg.html.

The content on this website is for informational purposes only and such content is not incorporated by reference into this Annual Report on Form 10-K.

Environmental Sustainability

We believe environmental stewardship is an important component of corporate leadership; as a Company, we strive to develop and operate our casino properties responsibly.

Our environmental sustainability team assesses and implements projects and processes aimed to improve our environmental footprint with a focus on climate and greenhouse gas (“GHG”) emissions, energy and water efficiency, material disposal and diversion, and stakeholder engagement.

*Climate Leadership*

We have undertaken a comprehensive set of actions to mitigate the potential impacts of material climate-related risks on business activities.

We believe our investments in energy efficiency and renewable energy help mitigate the potential financial impact of climate transition risks on our Company.

We also endeavor to mitigate the physical impacts of climate change on our Company, such as the coastal flooding management actions we have taken at a small number of our properties in areas that may be subject to sea-level rise and extreme weather events.

In 2023, the Science Based Target Initiative (“SBTi”), a leading organization for third party guidance and independent validation of climate targets, approved our climate targets as science-based and in line with the goals of the Paris Agreement.

Our combined Scope 1 & 2 target was validated as being in line with the 1.5 °C pathway, currently the organization’s most ambitious designation.

We continue to make progress on our renewable energy strategy with our recently announced power purchase agreement to provide our Las Vegas properties with 115 megawatt (MW) of solar capacity and 100 MW of battery storage, in addition to the 100 MW MGM Resorts Mega Solar Array, which completed its third full year of operation.

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

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

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

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

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

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

*Water Stewardship*

For the fiscal year ended December 31, [removed: 2024][added: 2025]

The aggregate market value of the Registrant’s Common Stock held by non-affiliates of the Registrant as of June 30, [removed: 2024] [added: 2025] (based on the closing price on the New York Stock Exchange Composite Tape on June 30, [removed: 2024)] [added: 2025)] was [removed: $10.3] [added: $5.8] billion.

As of February [removed: 14, 2025, 285,550,604] [added: 9, 2026, 255,828,519] shares of Registrant’s Common Stock, $0.01 par value, were outstanding.

| Item 1. | | | [removed: [Business](#i418a221a8fa24613b35b42b55899c113_13)] [added: [Business](#i561f228cc1974e61b0be53bca7edf4a1_13)] | | | [removed: [1](#i418a221a8fa24613b35b42b55899c113_13)] [added: [1](#i561f228cc1974e61b0be53bca7edf4a1_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i418a221a8fa24613b35b42b55899c113_16)] [added: Factors](#i561f228cc1974e61b0be53bca7edf4a1_16)] | | | [removed: [13](#i418a221a8fa24613b35b42b55899c113_16)] [added: [11](#i561f228cc1974e61b0be53bca7edf4a1_16)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i418a221a8fa24613b35b42b55899c113_19)] [added: Comments](#i561f228cc1974e61b0be53bca7edf4a1_19)] | | | [removed: [29](#i418a221a8fa24613b35b42b55899c113_19)] [added: [28](#i561f228cc1974e61b0be53bca7edf4a1_19)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i418a221a8fa24613b35b42b55899c113_22)] [added: [Cybersecurity](#i561f228cc1974e61b0be53bca7edf4a1_22)] | | | [removed: [30](#i418a221a8fa24613b35b42b55899c113_22)] [added: [28](#i561f228cc1974e61b0be53bca7edf4a1_22)] | | |

| Item 2. | | | [removed: [Properties](#i418a221a8fa24613b35b42b55899c113_25)] [added: [Properties](#i561f228cc1974e61b0be53bca7edf4a1_25)] | | | [removed: [32](#i418a221a8fa24613b35b42b55899c113_25)] [added: [30](#i561f228cc1974e61b0be53bca7edf4a1_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i418a221a8fa24613b35b42b55899c113_28)] [added: Proceedings](#i561f228cc1974e61b0be53bca7edf4a1_28)] | | | [removed: [33](#i418a221a8fa24613b35b42b55899c113_28)] [added: [31](#i561f228cc1974e61b0be53bca7edf4a1_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i418a221a8fa24613b35b42b55899c113_31)] [added: Disclosures](#i561f228cc1974e61b0be53bca7edf4a1_31)] | | | [removed: [33](#i418a221a8fa24613b35b42b55899c113_31)] [added: [31](#i561f228cc1974e61b0be53bca7edf4a1_31)] | | |

| Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i418a221a8fa24613b35b42b55899c113_37)] [added: Securities](#i561f228cc1974e61b0be53bca7edf4a1_37)] | | | [removed: [34](#i418a221a8fa24613b35b42b55899c113_37)] [added: [32](#i561f228cc1974e61b0be53bca7edf4a1_37)] | | |

| Item 6. | | | [removed: [Reserved](#i418a221a8fa24613b35b42b55899c113_40)] [added: [Reserved](#i561f228cc1974e61b0be53bca7edf4a1_40)] | | | [removed: [36](#i418a221a8fa24613b35b42b55899c113_40)] [added: [34](#i561f228cc1974e61b0be53bca7edf4a1_40)] | | |

| Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i418a221a8fa24613b35b42b55899c113_43)] [added: Operations](#i561f228cc1974e61b0be53bca7edf4a1_43)] | | | [removed: [36](#i418a221a8fa24613b35b42b55899c113_43)] [added: [34](#i561f228cc1974e61b0be53bca7edf4a1_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i418a221a8fa24613b35b42b55899c113_58)] [added: Risk](#i561f228cc1974e61b0be53bca7edf4a1_58)] | | | [removed: [51](#i418a221a8fa24613b35b42b55899c113_58)] [added: [49](#i561f228cc1974e61b0be53bca7edf4a1_58)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i418a221a8fa24613b35b42b55899c113_61)] [added: Data](#i561f228cc1974e61b0be53bca7edf4a1_61)] | | | [removed: [53](#i418a221a8fa24613b35b42b55899c113_61)] [added: [51](#i561f228cc1974e61b0be53bca7edf4a1_61)] | | |

| | | | [Consolidated Financial [removed: Statements](#i418a221a8fa24613b35b42b55899c113_70)] [added: Statements](#i561f228cc1974e61b0be53bca7edf4a1_70)] | | | [removed: [57](#i418a221a8fa24613b35b42b55899c113_70)] [added: [55](#i561f228cc1974e61b0be53bca7edf4a1_70)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i418a221a8fa24613b35b42b55899c113_88)] [added: Statements](#i561f228cc1974e61b0be53bca7edf4a1_88)] | | | [removed: [62](#i418a221a8fa24613b35b42b55899c113_88)] [added: [60](#i561f228cc1974e61b0be53bca7edf4a1_88)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i418a221a8fa24613b35b42b55899c113_145)] [added: Disclosure](#i561f228cc1974e61b0be53bca7edf4a1_145)] | | | [removed: [94](#i418a221a8fa24613b35b42b55899c113_145)] [added: [88](#i561f228cc1974e61b0be53bca7edf4a1_145)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i418a221a8fa24613b35b42b55899c113_148)] [added: Procedures](#i561f228cc1974e61b0be53bca7edf4a1_148)] | | | [removed: [94](#i418a221a8fa24613b35b42b55899c113_148)] [added: [88](#i561f228cc1974e61b0be53bca7edf4a1_148)] | | |

| Item 9B. | | | [Other [removed: Information](#i418a221a8fa24613b35b42b55899c113_151)] [added: Information](#i561f228cc1974e61b0be53bca7edf4a1_151)] | | | [removed: [95](#i418a221a8fa24613b35b42b55899c113_151)] [added: [89](#i561f228cc1974e61b0be53bca7edf4a1_151)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i418a221a8fa24613b35b42b55899c113_154)] [added: Inspections](#i561f228cc1974e61b0be53bca7edf4a1_154)] | | | [removed: [95](#i418a221a8fa24613b35b42b55899c113_154)] [added: [89](#i561f228cc1974e61b0be53bca7edf4a1_154)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i418a221a8fa24613b35b42b55899c113_160)] [added: Governance](#i561f228cc1974e61b0be53bca7edf4a1_160)] | | | [removed: [96](#i418a221a8fa24613b35b42b55899c113_160)] [added: [90](#i561f228cc1974e61b0be53bca7edf4a1_160)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i418a221a8fa24613b35b42b55899c113_163)] [added: Compensation](#i561f228cc1974e61b0be53bca7edf4a1_163)] | | | [removed: [96](#i418a221a8fa24613b35b42b55899c113_163)] [added: [90](#i561f228cc1974e61b0be53bca7edf4a1_163)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i418a221a8fa24613b35b42b55899c113_166)] [added: Matters](#i561f228cc1974e61b0be53bca7edf4a1_166)] | | | [removed: [96](#i418a221a8fa24613b35b42b55899c113_166)] [added: [90](#i561f228cc1974e61b0be53bca7edf4a1_166)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i418a221a8fa24613b35b42b55899c113_169)] [added: Independence](#i561f228cc1974e61b0be53bca7edf4a1_169)] | | | [removed: [96](#i418a221a8fa24613b35b42b55899c113_169)] [added: [90](#i561f228cc1974e61b0be53bca7edf4a1_169)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i418a221a8fa24613b35b42b55899c113_172)] [added: Services](#i561f228cc1974e61b0be53bca7edf4a1_172)] | | | [removed: [96](#i418a221a8fa24613b35b42b55899c113_172)] [added: [90](#i561f228cc1974e61b0be53bca7edf4a1_172)] | | |

| Item 15. | | | [Exhibits, Financial Statements [removed: Schedules](#i418a221a8fa24613b35b42b55899c113_178)] [added: Schedules](#i561f228cc1974e61b0be53bca7edf4a1_178)] | | | [removed: [97](#i418a221a8fa24613b35b42b55899c113_178)] [added: [91](#i561f228cc1974e61b0be53bca7edf4a1_178)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i418a221a8fa24613b35b42b55899c113_181)] [added: Summary](#i561f228cc1974e61b0be53bca7edf4a1_181)] | | | [removed: [103](#i418a221a8fa24613b35b42b55899c113_181)] [added: [96](#i561f228cc1974e61b0be53bca7edf4a1_181)] | | |

| | | | [removed: [Signatures](#i418a221a8fa24613b35b42b55899c113_184)] [added: [Signatures](#i561f228cc1974e61b0be53bca7edf4a1_184)] | | | [removed: [104](#i418a221a8fa24613b35b42b55899c113_184)] [added: [97](#i561f228cc1974e61b0be53bca7edf4a1_184)] | | |

Risk Factors - The failure to maintain the integrity of our information and other systems or customer information [removed: can] [added: could] result in damage to our reputation, subject us to fines, payment of damages, lawsuits and restrictions on our use of data, and have a material adverse effect on our business, financial condition, and results of operations.” Additional risks and uncertainties not currently known or that may currently be deemed to be immaterial also may materially adversely affect the Company’s business, financial condition, or results of operations.

Our CISO [removed: continues] [added: works with our Chief Technology Officer (“CTO”)] to enhance our cybersecurity program and leads our efforts to mitigate technology risks in partnership with business leaders.

[removed: The] [added: Our CTO previously served as our] CISO [added: and] holds various professional certifications, including Certified Information Security Manager certification from the [added: Information Systems Audit and Control Association and Certified Information Systems Security Professional from the ISC2.]

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

We are currently conducting a search for a new CISO and, pending its completion, our CTO will act as our CISO.

Our CISO has over 20 years of expertise in technology, cybersecurity, information security risk management, incident management and response and privacy and has held various roles in information security throughout his career.

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

We have provided certain information below about our properties as of December 31, [removed: 2024.][added: 2025.]

| Las Vegas Strip [removed: Resorts:] [added: Resorts (11):] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Aria(4) | | | | | | 5,497 | | | | | | 145,000 | | | | | | [removed: 1,274] [added: 1,250] | | | | | | [removed: 129] [added: 127] | | |

| Bellagio | | | | | | 3,933 | | | | | | 154,000 | | | | | | [removed: 1,262] [added: 1,281] | | | | | | [removed: 153] [added: 154] | | |

| The Cosmopolitan | | | | | | 3,032 | | | | | | 112,000 | | | | | | [removed: 1,150] [added: 1,104] | | | | | | [removed: 107] [added: 102] | | |

| MGM Grand Las Vegas (5) | | | | | | [removed: 6,731] [added: 6,488] | | | | | | 144,000 | | | | | | [removed: 1,236] [added: 1,234] | | | | | | [removed: 106] [added: 105] | | |

| Mandalay Bay (6) | | | | | | 4,750 | | | | | | [removed: 155,000] [added: 153,000] | | | | | | [removed: 942] [added: 921] | | | | | | [removed: 68] [added: 57] | | |

| Luxor | | | | | | 4,397 | | | | | | 104,000 | | | | | | [removed: 785] [added: 738] | | | | | | [removed: 43] [added: 37] | | |

| Excalibur | | | | | | 3,981 | | | | | | [removed: 93,000] [added: 92,000] | | | | | | [removed: 923] [added: 937] | | | | | | [removed: 32] [added: 30] | | |

| New York-New York | | | | | | 2,024 | | | | | | 84,000 | | | | | | [removed: 968] [added: 948] | | | | | | [removed: 52] [added: 51] | | |

| Park MGM (7) | | | | | | 2,898 | | | | | | 66,000 | | | | | | [removed: 767] [added: 755] | | | | | | [removed: 61] [added: 60] | | |

| Regional [removed: Operations:] [added: Operations (11):] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| MGM Grand Detroit (Detroit, Michigan) (8) | | | | | | 400 | | | | | | 151,000 | | | | | | [removed: 2,405] [added: 2,139] | | | | | | [removed: 113] [added: 114] | | |

| Beau Rivage (Biloxi, Mississippi) | | | | | | [removed: 1,733] [added: 1,727] | | | | | | [removed: 88,000] [added: 90,000] | | | | | | [removed: 1,209] [added: 1,223] | | | | | | [removed: 78] [added: 79] | | |

| Borgata (Atlantic City, New Jersey) | | | | | | 2,727 | | | | | | [removed: 220,000] [added: 217,000] | | | | | | [removed: 2,362] [added: 2,499] | | | | | | [removed: 118] [added: 139] | | |

| MGM National Harbor (Prince George’s County, Maryland) (9) | | | | | | 308 | | | | | | [removed: 159,000] [added: 165,000] | | | | | | [removed: 2,293] [added: 2,259] | | | | | | [removed: 161] [added: 160] | | |

| MGM Springfield (Springfield, Massachusetts)(10) | | | | | | 240 | | | | | | 106,000 | | | | | | [removed: 1,528] [added: 1,522] | | | | | | [removed: 47] [added: 48] | | |

| MGM Northfield Park (Northfield, Ohio) | | | | | | — | | | | | | 78,000 | | | | | | [removed: 1,594] [added: 1,604] | | | | | | — | | |

| Empire City (Yonkers, New York) | | | | | | — | | | | | | 138,000 | | | | | | [removed: 4,448] [added: 4,503] | | | | | | — | | |

| MGM [removed: China:] [added: China (12):] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| MGM Macau – (Macau S.A.R.) | | | | | | [removed: 585] [added: 595] | | | | | | 251,000 | | | | | | [removed: 961] [added: 1,044] | | | | | | [removed: 340] [added: 345] | | |

| MGM Cotai – (Macau S.A.R.) | | | | | | 1,418 | | | | | | 264,000 | | | | | | [removed: 972] [added: 1,001] | | | | | | [removed: 410] [added: 405] | | |

| Subtotal | | | | | | [removed: 2,003] [added: 2,013] | | | | | | 515,000 | | | | | | [removed: 1,933] [added: 2,045] | | | | | | 750 | | |

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

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

| Subtotal | | | | | | 37,000 | | | | | | 1,054,000 | | | | | | 9,168 | | | | | | 723 | | |

| Subtotal | | | | | | 5,402 | | | | | | 945,000 | | | | | | 15,749 | | | | | | 540 | | |

| Grand total | | | | | | 44,415 | | | | | | 2,514,000 | | | | | | 26,962 | | | | | | 2,013 | | |

(7)Includes 293 rooms at The Reserve at Park MGM.

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

(12)MGM Grand Paradise has MGM Macau and MGM Cotai land concession contracts with the government of Macau.

Further, in connection with the expiration of the MGM Grand Paradise gaming subconcession on December 31, 2022, the casino areas of MGM Cotai and MGM Macau reverted, free of charge and without any encumbrances, to the Macau government, which is now the legal owner of the reverted gaming assets.

On January 1, 2023 and in connection with the commencement of the gaming concession, the gaming assets were temporarily transferred to MGM Grand Paradise for the duration of the gaming concession in return for annual payments.

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

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

| Grand total | | | | | | 44,654 | | | | | | 2,512,000 | | | | | | 27,079 | | | | | | 2,018 | | |

(7)Includes 293 rooms at NoMad Las Vegas.

There were approximately [removed: 2,701] [added: 2,347] record holders of our common stock as of February [removed: 13, 2025.][added: 9, 2026.]

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

Figures presented under “Dollar Value of Shares that May Yet be Purchased Under the Program” indicate the total amount of authorized capacity remaining in accordance with the terms of the applicable share repurchase [removed: plan.][added: plan, which excludes the cost of commissions and other expenses, such as excise taxes.]

In November 2023, we announced that the Board of Directors had authorized a $2.0 billion stock repurchase [added: plan, and in April 2025, we announced that the Board of Directors had authorized a $2.0 billion stock repurchase] plan.

Under the stock repurchase [removed: plan,] [added: plans,] 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: 2024] [added: 2025] 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: 2019] [added: 2020] to December 31, [removed: 2024.][added: 2025.]

[removed: ][added: ]

| October 1, 2025 — October 31, 2025 | | | 1,139,400 | | | | | | $ | 31.72 | | | | | 1,139,400 | | | | | | $ | 2,086,167 | |

| November 1, 2025 — November 30, 2025 | | | 9,629,140 | | | | | | $ | 32.27 | | | | | 9,629,140 | | | | | | $ | 1,775,455 | |

| December 1, 2025 — December 31, 2025 | | | 4,738,900 | | | | | | $ | 36.94 | | | | | 4,738,900 | | | | | | $ | 1,600,390 | |

| | | | 12/20 | | | 12/21 | | | 12/22 | | | 12/23 | | | 12/24 | | | 12/25 | | |

| MGM Resorts International | | | 100.00 | | | 142.47 | | | 106.47 | | | 141.87 | | | 110.02 | | | 115.86 | | |

| Dow Jones US Total Return | | | 100.00 | | | 126.50 | | | 101.96 | | | 129.00 | | | 160.54 | | | 188.41 | | |

| S&P 500 | | | 100.00 | | | 128.71 | | | 105.40 | | | 133.10 | | | 166.40 | | | 196.16 | | |

| Dow Jones US Gambling | | | 100.00 | | | 87.18 | | | 65.00 | | | 84.71 | | | 84.53 | | | 81.82 | | |

| 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 | |

The amount authorized under the November 2023 $2.0 billion stock repurchase plan excludes the cost of commissions.

The amount authorized for the plan excludes other expenses, such as excise taxes.

| | | | 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 | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#i418a221a8fa24613b35b42b55899c113_64)] [added: Firm](#i561f228cc1974e61b0be53bca7edf4a1_64)] (PCAOB ID: 34) | | | | | | [removed: [54](#i418a221a8fa24613b35b42b55899c113_64)] [added: [52](#i561f228cc1974e61b0be53bca7edf4a1_64)] | | |

| [Consolidated Balance [removed: Sheets](#i418a221a8fa24613b35b42b55899c113_73)] [added: Sheets](#i561f228cc1974e61b0be53bca7edf4a1_73)] | | | | | | [removed: [57](#i418a221a8fa24613b35b42b55899c113_73)] [added: [55](#i561f228cc1974e61b0be53bca7edf4a1_73)] | | |

| [Consolidated Statements of [removed: Operations](#i418a221a8fa24613b35b42b55899c113_76)] [added: Operations](#i561f228cc1974e61b0be53bca7edf4a1_76)] | | | | | | [removed: [58](#i418a221a8fa24613b35b42b55899c113_76)] [added: [56](#i561f228cc1974e61b0be53bca7edf4a1_76)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i418a221a8fa24613b35b42b55899c113_79)] [added: Income](#i561f228cc1974e61b0be53bca7edf4a1_79)] | | | | | | [removed: [59](#i418a221a8fa24613b35b42b55899c113_79)] [added: [57](#i561f228cc1974e61b0be53bca7edf4a1_79)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i418a221a8fa24613b35b42b55899c113_82)] [added: Flows](#i561f228cc1974e61b0be53bca7edf4a1_82)] | | | | | | [removed: [60](#i418a221a8fa24613b35b42b55899c113_82)] [added: [58](#i561f228cc1974e61b0be53bca7edf4a1_82)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#i418a221a8fa24613b35b42b55899c113_85)] [added: Equity](#i561f228cc1974e61b0be53bca7edf4a1_85)] | | | | | | [removed: [61](#i418a221a8fa24613b35b42b55899c113_85)] [added: [59](#i561f228cc1974e61b0be53bca7edf4a1_85)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i418a221a8fa24613b35b42b55899c113_88)] [added: Statements](#i561f228cc1974e61b0be53bca7edf4a1_88)] | | | | | | [removed: [62](#i418a221a8fa24613b35b42b55899c113_88)] [added: [60](#i561f228cc1974e61b0be53bca7edf4a1_88)] | | |

We have audited the internal control over financial reporting of MGM Resorts International and subsidiaries (the “Company”) as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2024,] [added: 2025,] of the Company and our report dated February [removed: 18, 2025,] [added: 11, 2026,] expressed an unqualified opinion on those financial statements.

[removed: February 18, 2025][added: | | | | | | | 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

We have audited the accompanying consolidated balance sheets of MGM Resorts International and subsidiaries (the “Company”) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive income, cash flows, and stockholders’ equity for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 18, 2025,] [added: 11, 2026,] expressed an unqualified opinion on the Company’s internal control over financial reporting.

Goodwill – [removed: Empire City] [added: A] Reporting Unit [added: in the MGM Digital Segment] — Refer to [removed: Note] [added: Notes 2 and] 7 to the financial statements

The goodwill balance for [added: one of] the [removed: Empire City Reporting Unit (“Empire City”)] [added: reporting units in the MGM Digital segment] was [removed: $256] [added: $341] million as of December 31, [removed: 2024.][added: 2025.]

The fair value of [removed: Empire City] [added: this reporting unit] exceeded its carrying value by a [removed: substantial] [added: 7%] margin as of the measurement date and, therefore, no impairment was recognized.

[removed: However, the] [added: Empire City goodwill and gaming license impairment. The] value of [added: the] Empire City [removed: is] [added: reporting unit has been] dependent upon the Company obtaining a [removed: New York] commercial gaming license and the timing thereof, as well as other [removed: related] assumptions [removed: that may change throughout the bidding process as additional information becomes known.][added: related to constructing and operating a commercial gaming facility.]

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

- We tested the effectiveness of controls over determining the fair value of [removed: Empire City,] [added: the reporting unit,] including those over management’s forecast and the selection of the discount rate.

–Comparing the [removed: forecasts] [added: forecast] to historical financial results;

| | | | | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Cash and cash equivalents | | | | | | $ | [removed: 2,415,532] [added: 2,062,994] | | | | | $ | [removed: 2,927,833] [added: 2,415,532] | |

| Accounts receivable, net | | | | | | [removed: 1,071,412] [added: 1,122,940] | | | | | | [removed: 929,135] [added: 1,071,412] | | |

| Inventories | | | | | | [removed: 140,559] [added: 124,535] | | | | | | [removed: 141,678] [added: 140,559] | | |

| Income tax receivable | | | | | | [removed: 257,514] [added: 220,154] | | | | | | [removed: 141,444] [added: 257,514] | | |

| Prepaid expenses and other | | | | | | [removed: 478,582] [added: 486,419] | | | | | | [removed: 770,503] [added: 478,582] | | |

| Total current assets | | | | | | [removed: 4,363,599] [added: 4,332,424] | | | | | | [removed: 4,910,593] [added: 4,363,599] | | |

| Property and equipment, net | | | | | | [removed: 6,196,159] [added: 6,305,614] | | | | | | [removed: 5,449,544] [added: 6,196,159] | | |

| Investments in and advances to unconsolidated affiliates | | | | | | [removed: 380,626] [added: 536,066] | | | | | | [removed: 240,803] [added: 380,626] | | |

| [removed: Goodwill] | | | | | | [removed: 5,145,004] [added: $] | [added: 5,165,694] | | | | | [removed: 5,165,694] [added: $] | [added: 215] | | [added: | | | $ | — | | | | | $ | — | | | | | $ | (20,905) | | | | | $ | 5,145,004 | |]

| Other intangible assets, net | | | | | | [removed: 1,715,381] [added: 1,356,676] | | | | | | [removed: 1,724,582] [added: 1,715,381] | | |

| Operating lease right-of-use assets, net | | | | | | [removed: 23,532,287] [added: 23,002,707] | | | | | | [removed: 24,027,465] [added: 23,532,287] | | |

| Deferred income taxes | | | | | | [removed: 39,591] [added: 89,792] | | | | | | [removed: —] [added: 39,591] | | |

| Other long-term assets, net | | | | | | [removed: 858,980] [added: 848,547] | | | | | | [removed: 849,867] [added: 858,980] | | |

| Accounts and construction payable | | | | | | $ | [removed: 412,662] [added: 421,502] | | | | | $ | [removed: 461,718] [added: 412,662] | |

| Accrued interest on long-term debt | | | | | | [removed: 69,916] [added: 71,845] | | | | | | [removed: 60,173] [added: 69,916] | | |

| Other accrued liabilities | | | | | | [removed: 2,869,105] [added: 2,993,179] | | | | | | [removed: 2,604,177] [added: 2,869,105] | | |

| Total current liabilities | | | | | | [removed: 3,351,683] [added: 3,512,107] | | | | | | [removed: 3,126,068] [added: 3,351,683] | | |

| Deferred income taxes | | | | | | [removed: 2,811,663] [added: 2,617,067] | | | | | | [removed: 2,860,997] [added: 2,811,663] | | |

February 11, 2026

The Company’s fair value determination for the reporting unit required management to make significant estimates and assumptions for the discount rate and the forecast.

Therefore, performing audit procedures to evaluate the

reasonableness of management’s estimates and assumptions required a high degree of auditor judgment and an increased extent of effort, including the involvement of our fair value specialists.

–Comparing the forecast to information included in the Company’s communications, industry reports, and analyst reports for the Company and certain of its peer companies;

February 11, 2026

| | | | | | | 2025 | | | | | | 2024 | | |

| Assets held for sale | | | | | | 315,382 | | | | | | — | | |

| | | | | | | $ | 41,373,786 | | | | | $ | 42,231,627 | |

| Liabilities related to assets held for sale | | | | | | 25,581 | | | | | | — | | |

| | | | | | | $ | 41,373,786 | | | | | $ | 42,231,627 | |

| Goodwill impairment | | | | | | 278,927 | | | | | | — | | | | | | — | | |

| Goodwill impairment | | | | | | 278,927 | | | | | | — | | | | | | — | | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | 205,862 | | | | | | — | | | | | | 205,862 | | | | | | 320,081 | | | | | | 525,943 | | |

| Currency translation adjustment | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 381,714 | | | | | | 381,714 | | | | | | (857) | | | | | | 380,857 | | |

| Stock-based compensation | | | | | | — | | | | | | — | | | | | | 86,438 | | | | | | — | | | | | | — | | | | | | 86,438 | | | | | | 3,034 | | | | | | 89,472 | | |

| Repurchases of common stock | | | | | | (37,474) | | | | | | (375) | | | | | | (45,753) | | | | | | (1,180,819) | | | | | | — | | | | | | (1,226,947) | | | | | | — | | | | | | (1,226,947) | | |

| Other | | | | | | — | | | | | | — | | | | | | (24,852) | | | | | | — | | | | | | — | | | | | | (24,852) | | | | | | 3,752 | | | | | | (21,100) | | |

| Balances, December 31, 2025 | | | | | | 258,323 | | | | | | $ | 2,583 | | | | | $ | — | | | | | $ | 2,106,836 | | | | | $ | 320,498 | | | | | $ | 2,429,917 | | | | | $ | 824,624 | | | | | $ | 3,254,541 | |

See Note 4; and

- Level 3 inputs when measuring the fair value of reporting units.

| | | | 2025 | | | | | | 2024 | | | | | |

For assets held for sale, the Company recognizes the asset at the

During the third quarter of 2025, the Company performed an interim impairment test of goodwill related to the Empire City reporting unit.

See Note 7 for further discussion.

| | | | | | | 2025 | | | | | | 2024 | | | | | | 2025 | | | | | | 2024 | | | | | | 2025 | | | | | | 2024 | | |

| Balance at December 31 | | | | | | 204,020 | | | | | | 215,710 | | | | | | 216,579 | | | | | | 215,005 | | | | | | 860,126 | | | | | | 825,236 | | |

In 2025, 2024, and 2023, the Company recorded foreign currency transaction loss of $288 million, foreign currency transaction gain of $129 million, and foreign currency transaction loss of $106 million, respectively.

Refer to Note 10 for income tax disclosures.

| | | | | | | 2025 | | | | | | 2024 | | |

| | | | | | | 1,262,153 | | | | | | 1,206,562 | | |

| | | | | | | $ | 1,122,940 | | | | | $ | 1,071,412 | |

| Year Ended December 31, 2025 | | | | | | $ | 135,150 | | | | | $ | 61,127 | | | | | $ | (57,064) | | | | | $ | 139,213 | |

MGM Northfield Park sale. In October 2025, the Company entered into an agreement to sell the operations of MGM Northfield Park to private equity funds managed by Clairvest Group Inc. for $546 million in cash, subject to customary purchase price adjustments.

The transaction is expected to close in the first half of 2026, subject to the receipt of regulatory approvals and other customary closing conditions.

| | | | | | |

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

| Inventories | | | 302 | | |

| Goodwill | | | 17,915 | | |

| Assets held for sale | | | $ | 315,382 | |

| | | | | | | | | |

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

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.

–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;

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

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

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

| Gain on REIT transactions, net | | | | | | — | | | | | | — | | | | | | (2,277,747) | | |

| Cash flow hedges | | | | | | — | | | | | | — | | | | | | 37,692 | | |

| Proceeds from real estate transactions | | | | | | — | | | | | | — | | | | | | 4,373,820 | | |

| Dividends paid to common shareholders | | | | | | — | | | | | | — | | | | | | (4,048) | | |

| Federal, state and foreign income taxes paid, net | | | | | | 266,996 | | | | | | 344,397 | | | | | | 22,955 | | |

| Balances, January 1, 2022 | | | | | | 453,804 | | | | | | $ | 4,538 | | | | | $ | 1,750,135 | | | | | $ | 4,340,588 | | | | | $ | (24,616) | | | | | $ | 6,070,645 | | | | | $ | 4,906,121 | | | | | $ | 10,976,766 | |

| Net income (loss) | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,473,093 | | | | | | — | | | | | | 1,473,093 | | | | | | (1,275,865) | | | | | | 197,228 | | |

| Currency translation adjustment | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 34,268 | | | | | | 34,268 | | | | | | (6,932) | | | | | | 27,336 | | |

| Cash flow hedges | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,483 | | | | | | 13,483 | | | | | | 24,209 | | | | | | 37,692 | | |

| Stock-based compensation | | | | | | — | | | | | | — | | | | | | 65,700 | | | | | | — | | | | | | — | | | | | | 65,700 | | | | | | 5,596 | | | | | | 71,296 | | |

| Dividends declared and paid to common shareholders ($0.01 per share) | | | | | | — | | | | | | — | | | | | | — | | | | | | (4,048) | | | | | | — | | | | | | (4,048) | | | | | | — | | | | | | (4,048) | | |

| Issuance of restricted stock units | | | | | | — | | | | | | — | | | | | | 1,941 | | | | | | — | | | | | | — | | | | | | 1,941 | | | | | | 186 | | | | | | 2,127 | | |

| Repurchases of common stock | | | | | | (76,404) | | | | | | (764) | | | | | | (1,759,059) | | | | | | (1,015,394) | | | | | | — | | | | | | (2,775,217) | | | | | | — | | | | | | (2,775,217) | | |

| Deconsolidation of MGP | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,084 | | | | | | 11,084 | | | | | | (3,184,710) | | | | | | (3,173,626) | | |

| Other | | | | | | — | | | | | | — | | | | | | 213 | | | | | | — | | | | | | (720) | | | | | | (507) | | | | | | 5,611 | | | | | | 5,104 | | |

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

For the year ended December 31, 2022, the Company recorded a net gain on its equity investments of $10 million.

| U.S. agency securities | | | Level 2 | | | — | | | | | | 9,804 | | |

Cost for retail merchandise is determined using the cost method.

period of time that has passed since the last quantitative analysis.

The Company primarily determines the SSP of rooms,

| Balance at December 31 | | | | | | 215,710 | | | | | | 211,606 | | | | | | 215,005 | | | | | | 201,973 | | | | | | 825,236 | | | | | | 766,226 | | |

The Company plans to adopt ASU 2023-09 for its annual period ending December 31, 2025 and is currently assessing the impact of adoption.

| | | | | | | 1,206,562 | | | | | | 1,059,611 | | |

| | | | | | | $ | 1,071,412 | | | | | $ | 929,135 | |

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

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

| Year Ended December 31, 2022 | | | | | | $ | 128,348 | | | | | $ | 22,738 | | | | | $ | (37,820) | | | | | $ | 113,266 | |

LeoVegas acquisition. On May 2, 2022, the Company commenced a public offer to the shareholders of LeoVegas to tender 100% of the shares at a price of SEK 61 in cash per share.

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: 2024] [added: 2025] 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: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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 Act”)).

The information required by this Item will be included in our definitive Proxy Statement for our [removed: 2024] [added: 2025] Annual Meeting of Stockholders, which we expect to file with the SEC within 120 days after December 31, [removed: 2024] [added: 2025] (the “Proxy Statement”), and is incorporated herein by reference.

The following table includes information about our equity compensation plans at December 31, [removed: 2024:][added: 2025:]

| Equity compensation plans approved by security holders (1) | | | | | | [removed: 5,848] [added: 5,927] | | | | | | $ | — | | | | | [removed: 13,825] [added: 12,323] | | |

| (1) | | | As of December 31, [removed: 2024,] [added: 2025,] we had [removed: 4.2] [added: 4.4] million restricted stock units and [removed: 1.6] [added: 1.5] million performance share units outstanding that do not have an exercise price. As of December 31, [removed: 2024] [added: 2025] 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](#i418a221a8fa24613b35b42b55899c113_64)] [added: Firm](#i561f228cc1974e61b0be53bca7edf4a1_64)] | | | | | | [removed: [54](#i418a221a8fa24613b35b42b55899c113_64)] [added: [52](#i561f228cc1974e61b0be53bca7edf4a1_64)] | | |

| [Consolidated Balance [removed: Sheets](#i418a221a8fa24613b35b42b55899c113_73)] [added: Sheets](#i561f228cc1974e61b0be53bca7edf4a1_73)] | | | | | | [removed: [57](#i418a221a8fa24613b35b42b55899c113_73)] [added: [55](#i561f228cc1974e61b0be53bca7edf4a1_73)] | | |

| [Consolidated Statements of [removed: Operations](#i418a221a8fa24613b35b42b55899c113_76)] [added: Operations](#i561f228cc1974e61b0be53bca7edf4a1_76)] | | | | | | [removed: [58](#i418a221a8fa24613b35b42b55899c113_76)] [added: [56](#i561f228cc1974e61b0be53bca7edf4a1_76)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i418a221a8fa24613b35b42b55899c113_79)] [added: Income](#i561f228cc1974e61b0be53bca7edf4a1_79)] | | | | | | [removed: [59](#i418a221a8fa24613b35b42b55899c113_79)] [added: [57](#i561f228cc1974e61b0be53bca7edf4a1_79)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i418a221a8fa24613b35b42b55899c113_82)] [added: Flows](#i561f228cc1974e61b0be53bca7edf4a1_82)] | | | | | | [removed: [60](#i418a221a8fa24613b35b42b55899c113_82)] [added: [58](#i561f228cc1974e61b0be53bca7edf4a1_82)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#i418a221a8fa24613b35b42b55899c113_85)] [added: Equity](#i561f228cc1974e61b0be53bca7edf4a1_85)] | | | | | | [removed: [61](#i418a221a8fa24613b35b42b55899c113_85)] [added: [59](#i561f228cc1974e61b0be53bca7edf4a1_85)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i418a221a8fa24613b35b42b55899c113_88)] [added: Statements](#i561f228cc1974e61b0be53bca7edf4a1_88)] | | | | | | [removed: [62](#i418a221a8fa24613b35b42b55899c113_88)] [added: [60](#i561f228cc1974e61b0be53bca7edf4a1_88)] | | |

| [removed: Exhibit Number] [added: Exhibit Number] | | | | | | Description | | |

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

| [removed: 4.1(12)] [added: 4.1(13)] | | | | | | [Indenture governing the [removed: 5.25%] [added: 7.125%] senior notes due [removed: 2025,] [added: 2031,] dated as of June [removed: 18. 2020,] [added: 26, 2024,] between MGM China Holdings Limited and Wilmington Savings Fund Society, FSB, as trustee (incorporated by reference to Exhibit 4.1 of the [removed: Company's] [added: Company’s] Current Report on Form 8-K filed on June [removed: 22, 2020).](https://www.sec.gov/Archives/edgar/data/789570/000156459020030137/mgm-ex41_6.htm)] [added: 26, 2024).](https://www.sec.gov/Archives/edgar/data/789570/000119312524169064/d835555dex41.htm)] | | |

| [removed: 4.1(13)] [added: 4.1(12)] | | | | | | [Indenture governing the 4.75% senior notes due 2027, dated as of March 31, 2021, between MGM China Holdings Limited and Wilmington Savings Fund Society, FSB, as trustee (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed on March 31, 2021).](https://www.sec.gov/Archives/edgar/data/789570/000119312521102230/d120302dex41.htm) | | |

| [removed: 10.1(4)] [added: 10.1(7)] | | | | | | [Revolving Credit Facility Agreement, dated [removed: August 12, 2019 (the “2019 Revolving Credit Facility”),] [added: April 15, 2025,] by and among MGM China Holdings Limited and certain [removed: Arrangers and] Lenders party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on [removed: August 13, 2019).](https://www.sec.gov/Archives/edgar/data/789570/000119312519220072/d764268dex101.htm)] [added: April 16, 2025).](https://www.sec.gov/Archives/edgar/data/789570/000078957025000013/exhibit101-41525.htm)] | | |

| [removed: 10.1(5)] [added: 10.1(9)] | | | | | | [removed: [Amendment Letter to the 2019 Revolving Credit Facility] [added: [Guaranty] Agreement, dated [added: as of] February [removed: 18, 2020, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto] [added: 14, 2020] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] of the Company’s Quarterly Report on Form 10-Q filed on May 1, [removed: 2020).](https://www.sec.gov/Archives/edgar/data/789570/000156459020020518/mgm-ex101_132.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/789570/000156459020020518/mgm-ex102_131.htm)] | | |

| [removed: 10.1(6)] [added: 10.1(8)] | | | | | | [removed: [Amendment Letter to the 2019 Revolving Credit Facility] [added: [Guaranty] Agreement, dated [removed: April 9, 2020, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto] [added: as of November 15, 2019] (incorporated by reference to Exhibit 10.3 [removed: of] [added: to] the Company’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q] [added: 8-K] filed on [removed: August 3, 2020).](https://www.sec.gov/Archives/edgar/data/789570/000156459020035299/mgm-ex103_42.htm)] [added: November 18, 2019).](https://www.sec.gov/Archives/edgar/data/789570/000119312519294790/d832650dex103.htm)] | | |

| [removed: 10.1(8)] [added: 10.1(5)] | | | | | | [removed: [Revolving Credit Facility] [added: [Credit] Agreement, dated [removed: May 26, 2020 (the “2020 Revolving Credit Facility”), by and] [added: as of October 23, 2025,] among [removed: MGM China Holdings Limited] [added: the Company, Sumitomo Mitsui Banking](https://www.sec.gov/Archives/edgar/data/789570/000078957025000073/exhibit101-q32025.htm) [](https://www.sec.gov/Archives/edgar/data/789570/000078957025000073/exhibit101-q32025.htm)[Corporation, as administrative agent,] and certain [removed: Lenders] [added: lenders] party [removed: thereto (incorporated] [added: thereto](https://www.sec.gov/Archives/edgar/data/789570/000078957025000073/exhibit101-q32025.htm) [(i](https://www.sec.gov/Archives/edgar/data/789570/000078957025000073/exhibit101-q32025.htm)[ncorporated] by [removed: reference] [added: refere](https://www.sec.gov/Archives/edgar/data/789570/000078957025000073/exhibit101-q32025.htm)[nce] to [removed: Exhibit 10.1] [added: Exhibit](https://www.sec.gov/Archives/edgar/data/789570/000078957025000073/exhibit101-q32025.htm) [10.1] of the [removed: Company's] [added: Co](https://www.sec.gov/Archives/edgar/data/789570/000078957025000073/exhibit101-q32025.htm)[mpany](https://www.sec.gov/Archives/edgar/data/789570/000078957025000073/exhibit101-q32025.htm)[’](https://www.sec.gov/Archives/edgar/data/789570/000078957025000073/exhibit101-q32025.htm)[s] Current Report on [removed: Form 8-K] [added: Form](https://www.sec.gov/Archives/edgar/data/789570/000078957025000073/exhibit101-q32025.htm) [8](https://www.sec.gov/Archives/edgar/data/789570/000078957025000073/exhibit101-q32025.htm)[\-K] filed on [removed: May] [added: October] 29, [removed: 2020).](https://www.sec.gov/Archives/edgar/data/789570/000119312520155922/d893837dex101.htm)] [added: 202](https://www.sec.gov/Archives/edgar/data/789570/000078957025000073/exhibit101-q32025.htm)[5).](https://www.sec.gov/Archives/edgar/data/789570/000078957025000073/exhibit101-q32025.htm)] | | |

| [removed: 10.1(9)] [added: *10.4(25)] | | | | | | [removed: [Increase Confirmation to 2020 Revolving Credit Facility dated as] [added: [Form] of [removed: June 29, 2020 between the Increase Lender and the Facility Agent] [added: Performance Share Unit Agreement (Annual Grant)] (incorporated by reference to Exhibit [removed: 10.1(13)] [added: 10.5(41)] of the Company’s Annual Report on Form 10-K filed on February [removed: 26, 2021).](https://www.sec.gov/Archives/edgar/data/789570/000156459021009205/mgm-ex10_202.htm)] [added: 27, 2020).](https://www.sec.gov/Archives/edgar/data/789570/000156459020007393/mgm-ex10541_440.htm)] | | |

| [removed: 10.1(15)] [added: ^^10.1(12)] | | | | | | [removed: [Amendment Letter to the 2020 Revolving Credit Facility,] [added: [Shareholders’ Agreement,] dated February 10, 2022, by and [removed: among MGM China Holdings Limited and certain Arrangers] [added: between ORIX Corporation] and [removed: Lenders Party thereto] [added: MGM Resorts Japan, LLC] (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on [removed: May 2, 2022).](https://www.sec.gov/Archives/edgar/data/789570/000078957022000017/exhibit102q12022.htm)] [added: October 30, 2024).](https://www.sec.gov/Archives/edgar/data/789570/000078957024000029/exhibit102-q32024.htm)] | | |

| [removed: ^10.1(18)] [added: 97] | | | | | | [removed: [Increase Confirmation to the 2020 Revolving Credit Facility, dated as] [added: [Policy on Recovery] of [removed: October 16, 2023, between the Increase Lender and the Facility Agent] [added: Incentive Compensation in Event of Financial Restatement] (incorporated by reference to Exhibit [removed: 10.1(17)] [added: 97] of the [removed: Company's] [added: Company’s] Annual Report on Form 10-K filed on February 23, [removed: 2024).](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit10117-q42023.htm)] [added: 2024).](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit97-q42023.htm)] | | |

| [removed: ^10.1(21)] [added: *10.4(11)] | | | | | | [removed: [Increase Confirmation to the 2020 Revolving Credit Facility, dated] [added: [Employment Agreement, effective] as of May [removed: 22, 2024,] [added: 8, 2025, by and] between the [removed: Increase Lender] [added: Company] and [removed: the Facility Agent](https://www.sec.gov/Archives/edgar/data/789570/000078957024000022/exhibit1012-q22024.htm) [(incorporated] [added: William Hornbuckle (incorporated] by reference to Exhibit [removed: 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)[)] [added: 10.1] of the [removed: 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] [added: Company’s Current] Report [removed: 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] [added: on Form 8-K] filed on [removed: 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)] [added: May 8, 2025).](https://www.sec.gov/Archives/edgar/data/789570/000078957025000023/exhibit101-5825.htm)] | | |

| [removed: 10.1(23)] [added: *10.4(34)] | | | | | | [removed: [Guaranty Agreement, dated as] [added: [Form] of [removed: November 15, 2019] [added: Restricted Stock Unit Agreement (Fritz)] (incorporated by reference to Exhibit 10.3 [removed: to] [added: of] the Company’s [removed: Current] Report on Form 8-K filed on [removed: November 18, 2019).](https://www.sec.gov/Archives/edgar/data/789570/000119312519294790/d832650dex103.htm)] [added: September 19, 2025).](https://www.sec.gov/Archives/edgar/data/789570/000078957025000041/exhibit103-91925.htm)] | | |

| [removed: 10.1(24)] [added: *10.4(24)] | | | | | | [removed: [Guaranty Agreement, dated as] [added: [Form] of [removed: February 14, 2020] [added: Restricted Stock Unit (Deferred Payment Bonus)] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] of the Company’s Quarterly Report on Form 10-Q filed on May [removed: 1, 2020).](https://www.sec.gov/Archives/edgar/data/789570/000156459020020518/mgm-ex102_131.htm)] [added: 7, 2018).](https://www.sec.gov/Archives/edgar/data/789570/000156459018011065/mgm-ex101_39.htm)] | | |

| [removed: 10.1(25)] [added: 10.1(10)] | | | | | | [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 [removed: 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] [added: original) (incorporated] by reference to Exhibit [removed: 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] [added: 10.2 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) | | |

| [removed: 10.1(26)] [added: 10.1(11)] | | | | | | [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 [removed: 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] [added: original) (incorporated] by reference to [removed: Exhi](https://www.sec.gov/Archives/edgar/data/789570/000078957024000014/exhibit103-q12024.htm)[bit] [added: Exhibit] 10.3 of the [removed: 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] [added: Company’s] Quarterly Report on Form 10-Q [removed: fil](https://www.sec.gov/Archives/edgar/data/789570/000078957024000014/exhibit103-q12024.htm)[ed] [added: filed] on May 1, 2024).](https://www.sec.gov/Archives/edgar/data/789570/000078957024000014/exhibit103-q12024.htm) | | |

| [removed: ^^10.1(27)] [added: 10.1(13)] | | | | | | [removed: [Shareholders’] [added: [Omnibus Amendment to Shareholders’ Agreement and Amended and Restated Memorandum of Understanding Regarding Draft Shareholders’] Agreement, dated [removed: February 10, 2022,] [added: October 18, 2024,] by and between ORIX Corporation and MGM Resorts Japan, [removed: LLC](https://www.sec.gov/Archives/edgar/data/789570/000078957024000029/exhibit102-q32024.htm) [(incorporated] [added: LLC (incorporated] by reference to Exhibit [removed: 10.2] [added: 10.3] of [removed: 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] [added: the Company’s Quarterly] Report on [removed: F](https://www.sec.gov/Archives/edgar/data/789570/000078957024000029/exhibit102-q32024.htm)[orm] [added: Form] 10-Q filed on October 30, [removed: 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)] [added: 2024).](https://www.sec.gov/Archives/edgar/data/789570/000078957024000029/exhibit103-q32024.htm)] | | |

| [removed: 10.1(28)] [added: *10.4(29)] | | | | | | [removed: [Omnibus Amendment to Shareholders’ Agreement and Amended and Restated Memorandum] [added: [Form] of [removed: Understanding Regarding Draft Shareholders’ Agreement, dated October 18, 2024, by and between ORIX Corporation] [added: Restricted Stock Unit Agreement (no Performance Hurdle) (for awards granted in September 2024] and [removed: MGM Resorts Japan, LLC](https://www.sec.gov/Archives/edgar/data/789570/000078957024000029/exhibit103-q32024.htm) [(incorporated] [added: thereafter) (incorporated] by reference to Exhibit [removed: 10.3] [added: 10.1] of the [removed: 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] [added: Company’s] Quarterly Report on Form 10-Q filed on October 30, [removed: 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)] [added: 2024).](https://www.sec.gov/Archives/edgar/data/789570/000078957024000029/exhibit101-q32024.htm)] | | |

| [removed: *10.4(11)] [added: *10.4(17)] | | | | | | [removed: [Employment] [added: [Amendment and Modification to Employment] Agreement, effective as of [removed: September 1, 2022,] [added: August 29, 2025,] by and between the Company and [removed: William Hornbuckle] [added: Corey Sanders] (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on [removed: August 22, 2022).](https://www.sec.gov/Archives/edgar/data/789570/000119312522226494/d337126dex101.htm)] [added: September 5, 2025).](https://www.sec.gov/Archives/edgar/data/789570/000078957025000035/exhibit101-9525.htm)] | | |

| *10.4(13) | | | | | | [Employment Agreement, effective as of [removed: September] [added: October] 1, [removed: 2022,] [added: 2025,] by and between the Company and Jonathan [removed: S.] Halkyard (incorporated by reference to Exhibit [removed: 10.3] [added: 10.1] of the Company’s Current Report on Form 8-K filed on [removed: August 22, 2022).](https://www.sec.gov/Archives/edgar/data/789570/000119312522226494/d337126dex103.htm)] [added: September 19, 2025).](https://www.sec.gov/Archives/edgar/data/789570/000078957025000041/exhibit101-91925.htm)] | | |

| [removed: *10.4(15)] [added: *10.4(21)] | | | | | | [removed: [First] [added: [Second] Amendment to [removed: Employment Agreement,] [added: MGM Resorts International 2012 Deferred Compensation Plan for Non-Employee Directors,] dated as of [removed: December 6, 2022, by and between the Company and William Hornbuckle] [added: October 17, 2022] (incorporated by reference to Exhibit [removed: 10.4(15)] [added: 10.4(22)] of the Company’s Annual Report on Form 10-K filed on February 24, [removed: 2023).](https://www.sec.gov/Archives/edgar/data/789570/000078957023000008/exhibit10415-q42022.htm)] [added: 2023).](https://www.sec.gov/Archives/edgar/data/789570/000078957023000008/exhibit10422-q42022.htm)] | | |

| [removed: *10.4(17)] [added: *10.4(27)] | | | | | | [removed: [First Amendment to Employment Agreement, dated as] [added: [Form] of [removed: December 6, 2022, by and between the Company and Jonathan Halkyard] [added: Relative Performance Share Unit Agreement (Annual Grant)] (incorporated by reference to Exhibit [removed: 10.4(17)] [added: 10.5(44)] of the Company’s Annual Report on Form 10-K filed on February [removed: 24, 2023).](https://www.sec.gov/Archives/edgar/data/789570/000078957023000008/exhibit10417-q42022.htm)] [added: 25, 2022).](https://www.sec.gov/Archives/edgar/data/789570/000078957022000005/exhibit10544.htm)] | | |

| [removed: *10.4(19)] [added: *10.4(15)] | | | | | | [Employment [removed: agreement,] [added: Agreement,] effective as of October 1, [removed: 2022,] [added: 2025,] by and between the Company and Gary Fritz (incorporated by reference to Exhibit [removed: 10.4(19)] [added: 10.2] of the Company’s [removed: Annual] [added: Current] Report on Form [removed: 10-K] [added: 8-K] filed on [removed: February 24, 2023).](https://www.sec.gov/Archives/edgar/data/789570/000078957023000008/exhibit10419-q42022.htm)] [added: September 19, 2025).](https://www.sec.gov/Archives/edgar/data/789570/000078957025000041/exhibit102-91925.htm)] | | |

| [removed: *10.4(20)] [added: *10.4(19)] | | | | | | [Amended and Restated Deferred Compensation Plan for Non-employee Directors, effective as of June 5, 2014 (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on August 11, 2014).](https://www.sec.gov/Archives/edgar/data/789570/000119312514303368/d747986dex101.htm) | | |

| [removed: *10.4(21)] [added: *10.4(20)] | | | | | | [First Amendment to MGM Resorts International 2012 Deferred Compensation Plan for Non-Employee Directors, dated as of April 27, 2022 (incorporated by reference to Exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q filed on August 3, 2022).](https://www.sec.gov/Archives/edgar/data/789570/000078957022000027/exhibit106-q22022.htm) | | |

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

| [removed: *10.4(24)] [added: *10.4(23)] | | | | | | [Form of Restricted Stock Unit Agreement (Non-Employee Director) (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed on March 10, 2017).](https://www.sec.gov/Archives/edgar/data/789570/000119312517078865/d358570dex104.htm) | | |

| [removed: *10.4(25)] [added: *10.4(26)] | | | | | | [Form of Restricted Stock Unit [removed: (Deferred Payment Bonus)] [added: Agreement (no Performance Hurdle)] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.5(44)] of the Company’s [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] filed on [removed: May 7, 2018).](https://www.sec.gov/Archives/edgar/data/789570/000156459018011065/mgm-ex101_39.htm)] [added: February 27, 2020).](https://www.sec.gov/Archives/edgar/data/789570/000156459020007393/mgm-ex10544_441.htm)] | | |

| [removed: *10.4(26)] [added: *10.4(28)] | | | | | | [Form of [added: Relative] Performance Share Unit Agreement (Annual [removed: Grant)] [added: Grant, Messrs. Hornbuckle, Sanders & McManus)] (incorporated by reference to Exhibit [removed: 10.5(41)] [added: 10.5(45)] of the Company’s Annual Report on Form 10-K filed on February [removed: 27, 2020).](https://www.sec.gov/Archives/edgar/data/789570/000156459020007393/mgm-ex10541_440.htm)] [added: 25, 2022).](https://www.sec.gov/Archives/edgar/data/789570/000078957022000005/exhibit10545.htm)] | | |

| [removed: *10.4(27)] [added: *10.4(33)] | | | | | | [Form of Performance Share Unit Agreement (Annual Grant, Messrs. Hornbuckle, Sanders & McManus) [added: (for awards granted in October 2024 through 2025)] (incorporated by reference to Exhibit [removed: 10.5(42)] [added: 10.4(35)] of the Company’s Annual Report on Form 10-K filed on February [removed: 27, 2020).](https://www.sec.gov/Archives/edgar/data/789570/000156459020007393/mgm-ex10542_442.htm)] [added: 18, 2025).](https://www.sec.gov/Archives/edgar/data/789570/000078957025000008/exhibit10435-q42024.htm)] | | |

| [removed: *10.4(28)] [added: *10.4(31)] | | | | | | [Form of [removed: Restricted Stock] [added: Performance Share] Unit Agreement [removed: (no Performance Hurdle) (incorporated] [added: (Annual Grant) (for awards granted in October 2024 through 2025) incorporated] by reference to Exhibit [removed: 10.5(44)] [added: 10.4(33)] of the Company’s Annual Report on Form 10-K filed on February [removed: 27, 2020).](https://www.sec.gov/Archives/edgar/data/789570/000156459020007393/mgm-ex10544_441.htm)] [added: 18, 2025).](https://www.sec.gov/Archives/edgar/data/789570/000078957025000008/exhibit10433-q42024.htm)] | | |

| [removed: *10.4(29)] [added: *10.4(30)] | | | | | | [Form of Relative Performance Share Unit Agreement (Annual Grant) [removed: (incorporated] [added: (for awards granted in October 2024 through 2025) incorporated] by reference to Exhibit [removed: 10.5(44)] [added: 10.4(32)] of the Company’s Annual Report on Form 10-K filed on February [removed: 25, 2022).](https://www.sec.gov/Archives/edgar/data/789570/000078957022000005/exhibit10544.htm)] [added: 18, 2025).](https://www.sec.gov/Archives/edgar/data/789570/000078957025000008/exhibit10432-q42024.htm)] | | |

| [removed: *10.4(30)] [added: *10.4(32)] | | | | | | [Form of Relative Performance Share Unit Agreement (Annual Grant, Messrs. Hornbuckle, Sanders & McManus) [added: (for awards granted in October 2024 through 2025)] (incorporated by reference to Exhibit [removed: 10.5(45)] [added: 10.4(34)] of the Company’s Annual Report on [removed: From] [added: Form] 10-K filed on February [removed: 25, 2022).](https://www.sec.gov/Archives/edgar/data/789570/000078957022000005/exhibit10545.htm)] [added: 18, 2025.)](https://www.sec.gov/Archives/edgar/data/789570/000078957025000008/exhibit10434-q42024.htm)] | | |