What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-18 compared with 2024-02-23 · 52 added, 24 removed, 217 unchanged (26% of the section changed)

28 unchanged sentences

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

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

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

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

EXECUTIVE COMPENSATION

22 unchanged sentences

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Comprehensive Income

Consolidated Statements of Cash Flows

4 unchanged sentences

3.1 Amended and Restated Certificate of Incorporation of the Company, dated June 14, 2011 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2011).

3.2 Amended and Restated Bylaws of the Company, effective October 7, 2022 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on October 11, 2022).

3.2 A mended and Restated Byl aws of the Company, effective Jan uary 8, 202 5 (incorporated by reference to Exh ibit 3.1 of the Company ’ s Current Report on Form 8- K fil ed on January 10, 2025).

4.1(1) Indenture, dated November 15, 1996, by and between Mandalay and Wells Fargo Bank (Colorado), N.A., as Trustee (the “Mandalay November 1996 Indenture”) (incorporated by reference to Exhibit 4(e) to the Mandalay October 1996 10-Q).

6 unchanged sentences

Bank National Association, as trustee, relating to the 4.625% senior notes due 2026 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on August 19, 2016).

Sixth Supplemental Indenture, dated June 18, 2018, among MGM Resorts International, the guarantors named therein and U.S.

Bank National Association, as trustee, to the Indenture, dated as of March 22, 2012, among MGM Resorts International and U.S.

Bank National Association, as trustee, relating to the 5.750% senior notes due 2025 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on June 18, 2018).

Seventh Supplemental Indenture, dated April 10, 2019, among MGM Resorts International, the guarantors named therein and U.S.

1 unchanged sentence

Bank National Association, as trustee, relating to the 5.500% senior notes due 2027 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on April 10, 2019).

Eighth Supplemental Indenture, dated May 4, 2020, among MGM Resorts International, the guarantors named therein and U.S.

Bank National Association, as trustee, to the Indenture, dated as of March 22, 2012, among MGM Resorts International and U.S.

Bank National Association, as trustee, relating to the 6.750% senior notes due 2025 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on May 4, 2020).

Ninth Supplemental Indenture, dated October 13, 2020, among MGM Resorts International, the guarantors named therein and U.S.

1 unchanged sentence

Bank National Association, as trustee, relating to the 4.750% senior notes due 2028 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on October 13, 2020).

Indenture governing the 5.375% senior notes due 2024, dated as of May 16, 2019, between MGM China Holdings Limited and U.S.

Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on May 16, 2019).

Indenture, dated April 9, 2024, among MGM Resorts International and U.S.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on April 9, 2024).

First Supplemental Indenture, dated April 9, 2024, among MGM Resorts International, the guarantors named therein and U.S.

Bank Trust Company, National Association, as trustee, to the Indenture, dated as of April 9, 2024, among MGM Resorts International and U.S.

Bank Trust Company, National Association, as trustee, relating to the 6.500% senior notes due 2032.

(incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on April 9, 2024).

Second Supplemental Indenture, dated September 17, 2024.

among MGM Resorts International, the guarantors named therein and U.S.

Bank Trust Company, National Association, as trustee, to the Indenture, dated as of April 9, 2024, among MGM Resorts International and U.S.

Bank Trust Company, National Association, as trustee, relating to the 6.125% senior notes due 2029 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on September 17, 2024).

Indenture governing the 5.875% senior notes due 2026, dated as of May 16, 2019, between MGM China Holdings Limited and U.S.

3 unchanged sentences

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).

Indenture governing the 7.125% senior notes due 2031, dated as of June 26, 2024, 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 June 26, 2024).

4.2 Guarantee (Mandalay Resort Group 7.0% Senior Notes due 2036), dated as of April 25, 2005, by the Company and certain subsidiaries of the Company, in favor of The Bank of New York, as trustee for the benefit of the holders of the Notes pursuant to the Indenture referred to therein (incorporated by reference to Exhibit 10.22 of the Company's Quarterly Report on Form 10-Q filed on November 9, 2005).

1 unchanged sentence

10.1(1) Credit Agreement, dated as of November 24, 2021, among the Company, Bank of America, N.A., as administrative agent, and certain lenders party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on November 26, 2021).

First Amendment to Credit Agreement, date d August 31, 2023, b y and among the Company, Bank of America, N.A., as administrative agent, and certain lenders party thereto (incorporated by reference to Exhibit 10.1 (1 ) o f the Company ’ s Quarterly Report on Form 10-Q fi led on No vember 8 , 2023).

First Amendment to Credit Agreement, dated August 31, 2023, by and among the Company, Bank of America, N.A., as administrative agent, and certain lenders party thereto (incorporated by reference to Exhibit 10.1(1) of the Company’s Quarterly Report on Form 10-Q filed on November 8, 2023).

Second Amendment to Credit Agreement, dated as of February 9, 2024, among the Company, Bank of America, N.A., as administrative agent, and certain lenders party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on February 14, 2024).

Revolving Credit Facility Agreement, dated August 12, 2019 (the “2019 Revolving Credit Facility”), by and among MGM China Holdings Limited and certain Arrangers and Lenders party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on August 13, 2019).

11 unchanged sentences

Amendment Letter to the 2020 Revolving Credit Facility, dated June 30, 2023, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on August 2, 2023).

I ncrease C onfirmation to the 2020 Revol v ing Credit Facility , dated as of A ugust 3, 2023 , between t he Increase Lender and the Facility Agent (incorp orate d by ref erence to Exhibit 10.1(2) of the Company ’ s Qu arterly Report o n Form 10-Q filed on November 8, 2023) .

Increase Confirmation to the 2020 Revolving Credit Facility, dated as of August 3, 2023, between the Increase Lender and the Facility Agent (incorporated by reference to Exhibit 10.1(2) of the Company’s Quarterly Report on Form 10-Q filed on November 8, 2023).

^10.1(18)

Increase Confirmation to the 2020 Revolving Credit Facility, dated as of October 16, 2023, between the Increase Lender and the Facility Agent.

Increase Confirmation to the 2020 Revolving Credit Facility, dated as of October 16, 2023, between the Increase Lender and the Facility Agent (incorporated by reference to Exhibit 10.1(17) of the Company's Annual Report on Form 10-K filed on February 23, 2024).

^10.1(19)

Increase Conf irmation to the 2020 Revolving Cred it Facility, dated as of December 19, 2023, between the Increase Lender and the Facility Agent.

Increase Confirmation to the 2020 Revolving Credit Facility, dated as of December 19, 2023, between the Increase Lender and the Facility Agent (incorporate d by reference to Exhibit 10.1 (18) of the Company ’ s Annual Report on F orm 10-K fi led on Febru ary 23 , 2024) .

^10.1(20)

Increase Confirmation to the 2020 Revolving Credit Facility, dated as of May 17, 2024, between the Increase Lender and the Facility Agent (incorporated by reference to Exhibit 10 .1(1) of th e Company ’ s Quarterly Report on F orm 10-Q fil ed on Ju ly 31, 202 4) .

^10.1(21)

Increase Confirmation to the 2020 Revolving Credit Facility, dated as of May 22, 2024, between the Increase Lender and the Facility Agent (incorporated by reference to Exhibit 10 .1(2 ) of the Company ’ s Quarterly Report on Form 10-Q filed on July 31, 2024) .

^10.1(22)

Increase Confirmation to the 2020 Revolving Credit Facility, dated as of May 22, 2024, between the Increase Lender and the Facility Agent (incorporated by ref erence to Exhibit 10.1 ( 3 ) of the C ompany ’ s Quarterly Report of For m 10-Q filed on July 31, 202 4) .

Guaranty Agreement, dated as of November 15, 2019 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on November 18, 2019).

Guaranty Agreement, dated as of February 14, 2020 (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on May 1, 2020).

Core Shareholders, etc.

Support Letter, dated March 29, 2024, among Osaka IR KK, as Borrower, the Company, MGM Resorts Japan LLC and ORIX Corporation, as Core Shareholders, etc., MUFG Bank Ltd, as Facility Agent, Sumitomo Mitsui Banking Corporation, as Securities Agent, and certain lenders party thereto (English translation of Japanese original) (incorporated by reference to Exhibit 10.

2 of the Company’s Quarterly Report on Form 10-Q filed on May 1, 2024).

Guarantee and Keep-Well Letter, dated September 28, 2023, by MGM Resorts International, as guarantor, to Osaka Prefecture and Osaka City (English translation of Japanese original) ( incorporated by reference to Exhi bit 10.3 of the Company ’ s Quarterly Report on Form 10-Q fil ed on May 1, 2024).

^^10.1(27)

Shareholders’ Agreement, dated February 10, 2022, by and between ORIX Corporation and MGM Resorts Japan, LLC (incorporated by reference to Exhibit 10.2 of th e Company ’ s Q uarterly Report on F orm 10-Q filed on October 30, 2024 ) .

Omnibus Amendment to Shareholders’ Agreement and Amended and Restated Memorandum of Understanding Regarding Draft Shareholders’ Agreement, dated October 18, 2024, by and between ORIX Corporation and MGM Resorts Japan, LLC (incorporated by reference to Exhibit 10.3 of the Company ’ s Quarterly Report on Form 10-Q filed on October 30, 20 24).

10.2(1) Concession Contract, effective as of January 1, 2023, by and between MGM Grand Paradise S.A.

12 unchanged sentences

10.3(8) Master Lease by and among Ace A PropCo LLC, Ace V PropCo LLC and MGM Lessee III, LLC, dated as of September 28, 2021 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on September 28, 2021).

Amend ment to Master Lease, b y an d among Ace A PropCo LL C, A ce V P ropCo LLC and MGM Lessee III, LLC, dated as of No vember 17, 2021,

Amendment to Master Lease, by and among Ace A PropCo LLC, Ace V PropCo LLC and MGM Lessee III, LLC, dated as of November 17, 2021 (incorporated by reference to Exhibit 10.3(9) of the Company's Annual Report on Form 10-K filed on February 23, 2024).

Lease by and between Marker LV Propco LLC and Nevada Property 1 LLC, dated as of May 17, 2022 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on May 17, 2022).

29 unchanged sentences

*10.4(22) Second Amendment to MGM Resorts International 2012 Deferred Compensation Plan for Non-Employee Directors, dated as of October 17, 2022 (incorporated by reference to Exhibit 10.4(22) of the Company’s Annual Report on Form 10-K filed on February 24, 2023).

Form of RSU Agreement (Named Executive Officer Employment Agreement Awards) (incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K filed on March 31, 2020).

Form of RSU Agreement (Hornbuckle) (incorporated by reference to Exhibit 10.5 of the Company's Current Report on Form 8-K filed on March 31, 2020).

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).

7 unchanged sentences

Form of Relative Performance Share Unit Agreement (Annual Grant, Messrs.

Hornbuckle, Sanders & McManus) (incorporated by reference to Exhibit 10.5(46) of the Company’s Annual Report on Form 10-K filed on February 27, 2020).

Form of Omnibus Amendment to Relative Performance Share Unit Agreements (incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q filed on May 3, 2021).

Form of Relative Performance Share Unit Agreement (Annual Grant) (incorporated by reference to Exhibit 10.5(44) of the Company’s Annual Report on Form 10-K filed on February 25, 2022).

Form of Relative Performance Share Unit Agreement (Annual Grant, Messrs.

Hornbuckle, Sanders & McManus) (incorporated by reference to Exhibit 10.5(45) of the Company’s Annual Report on From 10-K filed on February 25, 2022).

F orm of Restricted Stock Unit Agreement (no Performance Hurdle) (for awar ds granted in September 202 4 and thereafter ) (incorporated by reference to Exhibit 10.

1 of the Company ’ s Quarterly Report on Form 10-Q filed on October 3 0 , 2024 ) .

F orm of Relative Perfor mance Share Unit Agr eement (Annual Grant) (for awar ds gr anted in October 2024 an d thereafter).

F orm of Performance Share Unit Agreement (Annual Grant) (for awards granted in October 2024 and thereafter).

Form of Relative Performance Share Un it Agreement (Annual Grant, Messrs.

Hornbuckle, Sanders & McManus) (for awards granted in October 2024 and there after).

Form of Performance Share Unit Agreement (Annual Grant , Messrs.

Hornbuckle, Sanders & McManus ) (for awards granted in October 2024 and thereafter).

MGM Securities Trading Policy

M GM Securities Trading Policy - Policy Supplement for Bl ackout Insiders

MGM Securities Trading Policy - Policy Supplement for Pre- Clearance Insiders

MGM Securities Trading Policy - Policy Supplement for Blackout Insiders (incorporated by reference to Exhibit 19.2 of the Company ’ s Annual Report on Form 10-K filed on February 23, 202 4).

MGM Securities Trading Policy - Policy Supplement for Pre-Clearance Insiders (incorporated by reference to Exhibit 19.

3 of the Company’s Annual Report on Form 10-K filed on February 23, 2024).

21 List of subsidiaries of the Company.

7 unchanged sentences

Section 1350.

97 Policy on Recovery of Incentive Compensation in Event of Financial Restatement

97 Policy on Recovery of Incentive Compensation in Event of Financial Restatement (incorporated by reference to Exhibit 97 of the Company’s Annual Report on Form 10-K filed on February 23, 2024).

99.1 Description of Regulation and Licensing.

9 unchanged sentences

Certain information contained in this exhibit has been redacted pursuant to Item 601(a)(6) of Regulation S-K.

Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

MGM Resorts International agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

In addition, certain information contained in this exhibit has been redacted pursuant to Item 601(a)(6) and Item 601(b)(10) of Regulation S-K.

In accordance with Rule 402 of Regulation S-T, the XBRL information included in Exhibit 101 and Exhibit 104 to this Form 10-K shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

41 unchanged sentences

February 18, 2025

/s/ Keith Barr

February 18, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures