What changed in this filing

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Item 1. Financial Statements

2025-10-29 compared with 2025-07-30 · 156 added, 95 removed, 570 unchanged (31% of the section changed)

3 unchanged sentences

(In thousands, except share data)

September 30,

2025 December 31,

43 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

12 unchanged sentences

Property transactions, net 101,775 25,493 117,368 59,124

Goodwill impairment 256,133 — 256,133 —

Depreciation and amortization 260,717 233,330 739,136 621,868

1 unchanged sentence

Income (loss) from unconsolidated affiliates 25,642 7,989 38,606 ( 51,319 )

Operating income 404,565 425,656 789,622 884,034

Operating income (loss) ( 112,852 ) 314,857 676,770 1,198,891

Non-operating income (expense)

3 unchanged sentences

( 106,735 ) ( 18,123 ) ( 495,817 ) ( 287,510 )

Income before income taxes 133,756 271,248 400,540 614,647

Income (loss) before income taxes ( 219,587 ) 296,734 180,953 911,381

Benefit (provision) for income taxes 12,858 ( 52,570 ) ( 42,857 ) ( 84,689 )

Net income 118,094 282,802 344,825 582,528

Net income (loss) ( 206,729 ) 244,164 138,096 826,692

Net income attributable to noncontrolling interests ( 78,526 ) ( 59,586 ) ( 225,846 ) ( 237,566 )

Net income attributable to MGM Resorts International $ 48,951 $ 187,072 $ 197,505 $ 404,548

Earnings per share

Net income (loss) attributable to MGM Resorts International $ ( 285,255 ) $ 184,578 $ ( 87,750 ) $ 589,126

Earnings (loss) per share

Basic $ ( 1.05 ) $ 0.61 $ ( 0.32 ) $ 1.90

5 unchanged sentences

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net income $ 118,094 $ 282,802 $ 344,825 $ 582,528

Net income (loss) $ ( 206,729 ) $ 244,164 $ 138,096 $ 826,692

Other comprehensive income (loss), net of tax:

Foreign currency translation ( 6,199 ) 156,968 408,933 50,700

Comprehensive income 384,918 261,724 759,957 476,260

Comprehensive income (loss) ( 212,928 ) 401,132 547,029 877,392

Comprehensive income attributable to noncontrolling interests ( 86,003 ) ( 62,362 ) ( 225,720 ) ( 240,587 )

Comprehensive income attributable to MGM Resorts International $ 322,445 $ 164,645 $ 620,240 $ 298,035

Comprehensive income (loss) attributable to MGM Resorts International $ ( 298,931 ) $ 338,770 $ 321,309 $ 636,805

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

2 unchanged sentences

(In thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities

6 unchanged sentences

Stock-based compensation 59,384 51,720

Foreign currency transaction loss (gain) 308,454 ( 37,166 )

Foreign currency transaction loss 285,452 28,303

Property transactions, net 117,368 59,124

Goodwill impairment 256,133 —

Noncash lease expense 382,965 386,412

Other investment (gains) losses ( 38,226 ) 43,760

Other investment gains ( 35,275 ) ( 11,134 )

(Income) loss from unconsolidated affiliates ( 40,755 ) 49,276

18 unchanged sentences

Cash flows from financing activities

Net borrowings under bank credit facilities - maturities of 90 days or less 339,382 207,749

Net borrowings (repayments) under bank credit facilities - maturities of 90 days or less 289,543 ( 19,061 )

Issuance of long-term debt — 2,100,000

12 unchanged sentences

Interest paid, net of amounts capitalized $ 269,489 $ 262,023

Federal, state, and foreign income taxes paid, net 63,243 165,936

Federal, state, and foreign income taxes paid (refunds received), net ( 34,389 ) 225,280

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

2 unchanged sentences

(In thousands)

Shares Par Value Capital in Excess of Par Value Retained Earnings Accumulated Other Comprehensive Income

Shares Par Value Capital in Excess of Par Value Retained Earnings Accumulated Other Comprehensive Income (Loss)

Total MGM Resorts International Stockholders’ Equity Noncontrolling Interests Total Stockholders’ Equity

Balances, April 1, 2025 279,651 $ 2,797 $ — $ 2,762,722 $ 88,025 $ 2,853,544 $ 732,792 $ 3,586,336

Net income — — — 48,951 — 48,951 69,471 118,422

Balances, July 1, 2025 272,182 $ 2,722 $ — $ 2,609,529 $ 361,519 $ 2,973,770 $ 737,417 $ 3,711,187

Net income (loss) — — — ( 285,255 ) — ( 285,255 ) 79,008 ( 206,247 )

Currency translation adjustment — — — — ( 13,676 ) ( 13,676 ) 7,477 ( 6,199 )

2 unchanged sentences

Distributions to noncontrolling interest owners — — — — — — ( 77,558 ) ( 77,558 )

Repurchases of common stock ( 7,512 ) ( 75 ) ( 14,622 ) ( 202,175 ) — ( 216,872 ) — ( 216,872 )

Adjustment of redeemable noncontrolling interest to redemption value — — ( 392 ) 15 — ( 377 ) — ( 377 )

Other — — ( 10,920 ) — — ( 10,920 ) ( 3,234 ) ( 14,154 )

Balances, June 30, 2025 272,182 $ 2,722 $ — $ 2,609,529 $ 361,519 $ 2,973,770 $ 737,417 $ 3,711,187

Balances, September 30, 2025 272,213 $ 2,722 $ 1,127 $ 2,324,289 $ 347,843 $ 2,675,981 $ 743,944 $ 3,419,925

Balances, January 1, 2025 294,374 $ 2,944 $ — $ 3,081,753 $ ( 61,216 ) $ 3,023,481 $ 661,670 $ 3,685,151

Net income — — — 197,505 — 197,505 147,849 345,354

Net income (loss) — — — ( 87,750 ) — ( 87,750 ) 226,857 139,107

Currency translation adjustment — — — — 409,059 409,059 ( 126 ) 408,933

5 unchanged sentences

Other — — ( 12,447 ) — — ( 12,447 ) 5,753 ( 6,694 )

Balances, June 30, 2025 272,182 $ 2,722 $ — $ 2,609,529 $ 361,519 $ 2,973,770 $ 737,417 $ 3,711,187

Balances, September 30, 2025 272,213 $ 2,722 $ 1,127 $ 2,324,289 $ 347,843 $ 2,675,981 $ 743,944 $ 3,419,925

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

4 unchanged sentences

Total MGM Resorts International Stockholders’ Equity Noncontrolling Interests Total Stockholders’ Equity

Balances, April 1, 2024 314,915 $ 3,149 $ — $ 3,393,805 $ 59,810 $ 3,456,764 $ 570,513 $ 4,027,277

Balances, July 1, 2024 304,965 $ 3,050 $ — $ 3,172,243 $ 37,383 $ 3,212,676 $ 601,469 $ 3,814,145

Net income — — — 184,578 — 184,578 59,499 244,077

6 unchanged sentences

Other — — ( 512 ) — — ( 512 ) 9,506 8,994

Balances, June 30, 2024 304,965 $ 3,050 $ — $ 3,172,243 $ 37,383 $ 3,212,676 $ 601,469 $ 3,814,145

Balances, September 30, 2024 296,886 $ 2,969 $ — $ 3,037,397 $ 191,575 $ 3,231,941 $ 589,600 $ 3,821,541

Balances, January 1, 2024 326,550 $ 3,266 $ — $ 3,664,008 $ 143,896 $ 3,811,170 $ 522,975 $ 4,334,145

7 unchanged sentences

Other — — ( 8,846 ) — — ( 8,846 ) 2,965 ( 5,881 )

Balances, June 30, 2024 304,965 $ 3,050 $ — $ 3,172,243 $ 37,383 $ 3,212,676 $ 601,469 $ 3,814,145

Balances, September 30, 2024 296,886 $ 2,969 $ — $ 3,037,397 $ 191,575 $ 3,231,941 $ 589,600 $ 3,821,541

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

4 unchanged sentences

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

As of June 30, 2025, the Company’s domestic casino resorts include the following integrated casino, hotel and entertainment resorts in Las Vegas, Nevada:

As of September 30, 2025, the Company’s domestic casino resorts include the following integrated casino, hotel and entertainment resorts in Las Vegas, Nevada:

Aria (including Vdara), Bellagio, The Cosmopolitan of Las Vegas ( “ The Cosmopolitan”), MGM Grand Las Vegas (including The Signature), Mandalay Bay (including W Las Vegas and Four Seasons), Luxor, New York-New York, Park MGM (including NoMad Las Vegas), and Excalibur.

8 unchanged sentences

The Company also has a 50 % ownership interest in MGM Osaka Corporation (“MGM Osaka”), an unconsolidated affiliate, which is developing an integrated resort in Osaka, Japan.

MGM Northfield Park sale.

In October 2025, the Company entered into an agreement to sell the operations of MGM Northfield Park to private equity funds managed by Clairvest Group Inc.

for $ 546 million in cash, subject to customary purchase price adjustments.

Upon closing, the master lease between the Company and VICI 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.

Reportable segments.

12 unchanged sentences

The Company consolidates its investment in a VIE when it determines that it is its primary beneficiary.

Bellagio REIT Venture (the landlord of Bellagio, which is a venture in which the Company has a 5 % ownership interest) and MGM Osaka are VIEs in which the Company is not the primary beneficiary because it does not have power on its own to direct the activities that could potentially be significant to the ventures and, accordingly, does not consolidate the ventures.

Bellagio REIT Venture (the

landlord of Bellagio, which is a venture in which the Company has a 5 % ownership interest) and MGM Osaka are VIEs in which the Company is not the primary beneficiary because it does not have power on its own to direct the activities that could potentially be significant to the ventures and, accordingly, does not consolidate the ventures.

The Company may change its original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affect the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary.

17 unchanged sentences

• Level 2 inputs for its long-term debt fair value disclosures;

• Level 2 inputs for its derivatives, and

• Level 2 inputs for its derivatives;

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

• Level 3 inputs when measuring the impairment of goodwill related to the Empire City reporting unit and the existing Empire City gaming license.

Equity investments.

Fair value is measured based upon trading prices on the applicable securities exchange for equity investments for which the Company has elected the fair value option of ASC 825 and equity investments accounted for under ASC 321 that have a readily determinable fair value.

The fair value of these investments was $ 421 million and $ 388 million as of June 30, 2025 and December 31, 2024, respectively, and is reflected within “Other long-term assets, net” on the consolidated balance sheets.

The fair value of these investments was $ 415 million and $ 388 million as of September 30, 2025 and December 31, 2024, respectively, and is reflected within “Other long-term assets, net” on the consolidated balance sheets.

Gains and losses are recorded in “Other, net” in the statements of operations.

For the three and six months ended June 30, 2025 the Company recorded a net gain on its equity investments of less than $ 1 million and $ 32 million, respectively.

For the three and six months ended June 30, 2024, the Company recorded a net loss on its equity investments of $ 26 million and $ 50 million, respectively.

For the three months ended September 30, 2025 the Company recorded a net loss on its equity investments of $ 6 million.

For the nine months ended September 30, 2025, the Company recorded a net gain on its equity investments of $ 27 million.

For the three months ended September 30, 2024, the Company recorded a net gain on its equity investments of $ 48 million.

For the nine months ended September 30, 2024, the Company recorded a net loss on its equity investments of $ 2 million.

The Company uses derivatives that are not designated for hedge accounting.

1 unchanged sentence

The balance sheet classification of the derivatives in a current liability position are within “Other accrued liabilities,” a long-term liability position are within “Other long-term obligations,” a current asset position are within “Prepaid expenses and other,” and a long-term asset position are within “Other long-term assets, net.”

As of June 30, 2025, the Company has forward currency exchange contracts to manage its exposure to changes in foreign currency exchange rates.

As of June 30, 2025, the fair value of derivatives classified as assets were $ 10 million, with $ 3 million within current assets and $ 7 million within long-term assets and liabilities of $ 12 million within current liabilities.

As of December 31, 2024, the fair value of derivatives classified as liabilities were $ 96 million, with $ 57 million in current liabilities and $ 39 million in long-term liabilities.

For the three and six months ended June 30, 2025, the Company recorded a net gain on its derivatives of $ 34 million and $ 75 million, respectively.

For the three and six months ended June 30, 2024, the Company recorded a net loss on its derivatives of $ 62 million and $ 100 million, respectively.

As of September 30, 2025, the Company has forward currency exchange contracts to manage its exposure to changes in foreign currency exchange rates.

As of September 30, 2025, the fair value of derivatives classified as assets were $ 1 million in current assets and those classified as liabilities were $ 39 million in current liabilities.

December 31, 2024, the fair value of derivatives classified as liabilities were $ 96 million, with $ 57 million in current liabilities and $ 39 million in long-term liabilities.

For the three months ended September 30, 2025, the Company recorded a net loss on its derivatives of $ 41 million and for the nine months ended September 2025, the Company recorded a net gain of $ 34 million.

For the three months ended September 30, 2024, the Company recorded a net gain on its derivatives of $ 87 million and for the nine months ended September 30, 2024, the Company recorded a net loss on its derivatives of $ 13 million.

Debt investments.

3 unchanged sentences

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

Fair value level June 30, 2025 December 31, 2024

Fair value level September 30, 2025 December 31, 2024

(In thousands)

16 unchanged sentences

Restricted cash.

MGM China’s pledged cash of $ 87 million for each of June 30, 2025 and December 31, 2024 , securing the bank guarantees discussed in Note 7 is restricted in use and classified within “Other long-term assets, net.” Such amounts plus “Cash and cash equivalents” on the consolidated balance sheets equal “Cash, cash equivalents, and restricted cash” on the consolidated statements of cash flows as of June 30, 2025 and December 31, 2024 .

MGM China’s pledged cash of $ 87 million for each of September 30, 2025 and December 31, 2024 , securing the bank guarantees discussed in Note 8 is restricted in use and classified within “Other long-term assets, net.” Such amounts plus “Cash and cash equivalents” on the consolidated balance sheets equal “Cash, cash equivalents, and restricted cash” on the consolidated statements of cash flows as of September 30, 2025 and December 31, 2024 .

Accounts receivable.

As of June 30, 2025 and December 31, 2024, the loss reserve on accounts receivable was $ 140 million and $ 135 million, respectively.

As of September 30, 2025 and December 31, 2024, the loss reserve on accounts receivable was $ 142 million and $ 135 million, respectively.

Goodwill and intangible assets.

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

See Note 4 for further discussion.

Accounts payable.

As of June 30, 2025 and December 31, 2024, the Company had accrued $ 91 million and $ 109 million, respectively, for purchases of property and equipment within “Accounts and construction payable” on the consolidated balance sheets.

As of September 30, 2025 and December 31, 2024, the Company had accrued $ 82 million and $ 109 million, respectively, for purchases of property and equipment within “Accounts and construction payable” on the consolidated balance sheets.

Revenue recognition.

9 unchanged sentences

Balance at January 1 $ 215,710 $ 211,606 $ 215,005 $ 201,973 $ 825,236 $ 766,226

Balance at June 30 222,259 213,685 213,502 203,099 764,446 799,658

Balance at September 30 187,067 171,502 217,802 213,330 789,532 795,489

Increase / (decrease) $ ( 28,643 ) $ ( 40,104 ) $ 2,797 $ 11,357 $ ( 35,704 ) $ 29,263

4 unchanged sentences

Lease revenues earned by the Company from third parties are classified within the line item corresponding to the type or nature of the tenant’s good or service .

For the three and six months ended

June 30, 2025, lease revenues from third-party tenants include $ 19 million and $ 36 million recorded within food and beverage revenue, respectively, and $ 29 million and $ 57 million recorded within entertainment, retail, and other revenue for the same such periods, respectively.

For the three and six months ended June 30, 2024, lease revenues from third-party tenants include $ 21 million and $ 41 million recorded within food and beverage revenue, respectively and $ 29 million and $ 58 million recorded within entertainment, retail, and other revenue for the same such periods, respectively.

For the three and nine months ended September 30, 2025, lease revenues from third-party tenants include $ 18 million and $ 54 million recorded within food and beverage revenue, respectively, and $ 30 million and $ 88 million recorded within entertainment, retail, and other revenue for the same such periods, respectively.

For the three and nine months ended September 30, 2024, lease revenues from third-party tenants include $ 21 million and $ 62 million recorded within food and beverage revenue, respectively and $ 28 million and $ 86 million recorded within entertainment, retail, and other revenue for the same such periods, respectively.

Lease revenues from the rental of hotel rooms are recorded as rooms revenues within the consolidated statements of operations.

Property transactions, net.

The Company classifies transactions such as write-downs and impairments, demolition costs, and normal gains and losses on the sale of assets as “Property transactions, net.” During the third quarter of 2025, the Company recorded charges for write-downs and impairments within “Property transactions, net” of $ 93 million related to the Company determining it would withdraw its application for a commercial gaming license for Empire City as discussed in Note 4, of which charges primarily consist of the impairment of $ 52 million relating to Empire City’s existing gaming license.

Recently issued accounting standards.

In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-06, “Targeted Improvements to the Accounting for Internal-Use Software,” which removes software development project stages and requires entities to begin capitalizing eligible costs when both (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended.

ASU 2025-06 is effective for the Company’s interim and annual periods beginning after December 31, 2027.

Early adoption is permitted.

The Company is currently assessing the impact of adoption.

NOTE 3 — INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES

Investments in and advances to unconsolidated affiliates were $ 484 million and $ 381 million as of June 30, 2025 and December 31, 2024, respectively.

The Company’s share of losses of BetMGM North America Venture in excess of its equity method investment balance is $ 80 million and $ 89 million as of June 30, 2025 and December 31, 2024, respectively, which is recorded within “Other accrued liabilities” on the consolidated balance sheets.

Investments in and advances to unconsolidated affiliates were $ 540 million and $ 381 million as of September 30, 2025 and December 31, 2024, respectively.

The Company’s share of losses of BetMGM North America Venture in excess of its equity method investment balance is $ 55 million and $ 89 million as of September 30, 2025 and December 31, 2024, respectively, which is recorded within “Other accrued liabilities” on the consolidated balance sheets.

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

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

5 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

4 unchanged sentences

$ 25,642 $ 7,989 $ 38,606 $ ( 51,319 )

NOTE 4 — GOODWILL AND OTHER INTANGIBLE ASSETS

A summary of changes in the Company’s goodwill is as follows:

Balance at January 1 Impairment

Currency exchange Balance at September 30

(In thousands)

Las Vegas Strip Resorts $ 2,707,009 $ — $ — $ 2,707,009

Regional Operations 660,940 ( 256,133 ) — 404,807

MGM China 1,356,625 — ( 2,398 ) 1,354,227

420,430 — 56,086 476,516

$ 5,145,004 $ ( 256,133 ) $ 53,688 $ 4,942,559

Empire City goodwill and gaming license impairment.

The value of the Empire City reporting unit has been dependent upon the Company obtaining a commercial gaming license and the timing thereof, as well as other assumptions related to constructing and operating a commercial gaming facility.

In the third quarter of 2025, the competitive and economic assumptions underpinning the Company’s return expectations on its investment in a commercial gaming facility changed, which led the Company to determine it would withdraw its application for a commercial gaming license for Empire City.

Accordingly, the Company performed an interim impairment test of the goodwill related to the Empire City reporting unit using a discounted cash flow model to estimate fair value.

As a result of the decrease in forecasted cash flows, the carrying value of Empire City exceeded its fair value.

As such, the Company recorded an impairment of the full amount of the Empire City reporting unit’s goodwill of $ 256 million, which is reflected within Regional Operations above and presented in “Goodwill impairment” in the accompanying statements of operations.

Additionally, the Company recorded an impairment of $ 52 million relating to Empire City’s existing gaming license, presented in “Property transactions, net” in the accompanying statements of operations.

NOTE 5 — LONG-TERM DEBT

Long-term debt consisted of the following:

September 30,

2025 December 31,

25 unchanged sentences

$ 6,163,574 $ 6,362,098

MGM China’s senior notes due within one year of the applicable balance sheet date were classified as long-term as MGM China had both the intent and ability to refinance the notes on a long-term basis.

Debt due within one year of the applicable balance sheet date were classified as long-term as the Company and MGM China had both the intent and ability to refinance the notes on a long-term basis.

Senior secured credit facility.

At June 30, 2025, the Company’s senior secured credit facility consisted of a $ 2.3 billion revolving credit facility, of which no amounts were drawn.

At September 30, 2025, the Company’s senior secured credit facility consisted of a $ 2.3 billion revolving credit facility, of which no amounts were drawn.

The Company’s senior secured credit facility contains customary representations and warranties, events of default and positive and negative covenants.

The Company was in compliance with its credit facility covenants at June 30, 2025.

The Company was in compliance with its credit facility covenants at September 30, 2025.

Senior secured yen credit facility.

In October 2025, the Company entered into a senior secured credit facility, which consisted of a JPY 45.2 billion term loan A facility with an option to increase the amount of the credit facility up to JPY 67.8 billion.

The senior secured yen credit facility bears interest at a fluctuating rate per annum based on the Tokyo Interbank Offered Rate plus 1.75 % until the submission of the covenant certificate for the quarter ending March 31, 2026 and then at 1.50 % to 2.25 %, as determined by a rent adjusted total net leverage ratio pricing grid and will mature in October 2030, provided that if, as of February 2029, the revolving loans or commitments thereof under the Company’s senior secured credit facility remain outstanding and have not been extended, replaced or refinanced with a scheduled maturity date of no earlier than October 23, 2030, then the maturity date will be in February 2029.

The Company's senior secured yen credit facility is guaranteed by each of the Company’s existing direct and indirect wholly owned material domestic restricted subsidiaries, subject to certain exclusions.

The senior secured yen credit facility is secured by a pledge of the equity in certain of the Company's domestic operating properties, subject to receipt of gaming approvals.

Mandatory prepayments will be required upon the occurrence of certain events.

The Company’s senior secured yen credit facility also contains customary representations and warranties, events of default, and positive and negative covenants.

MGM China revolving credit facility.

1 unchanged sentence

The total commitments of the MGM China first revolving credit facility and MGM China second revolving credit facility were cancelled in full.

At June 30, 2025, the MGM China revolving credit facility consisted of a HK$ 23.4 billion (approximately $ 3.0 billion) senior unsecured revolving credit facility, which matures in April 2030 and bears interest at a fluctuating rate per annum based on the Hong Kong Interbank Offer Rate plus 1.625 % to 2.75 %, as determined by MGM China’s leverage ratio.

At June 30, 2025, the weighted average interest rate was 2.22 %.

At September 30, 2025, the MGM China revolving credit facility consisted of a HK$ 23.4 billion (approximately $ 3.0 billion) senior unsecured revolving credit facility, which matures in April 2030 and bears interest at a fluctuating rate per annum based on the Hong Kong Interbank Offer Rate plus 1.625 % to 2.75 %, as determined by MGM China’s leverage ratio.

At September 30, 2025, the weighted average interest rate was 6.18 %.

The MGM China revolving credit facility contains customary representations and warranties, events of default, and positive, negative and financial covenants, including that MGM China maintains compliance with a maximum leverage ratio and a minimum interest coverage ratio.

MGM China was in compliance with its credit facility covenants at June 30, 2025.

MGM China was in compliance with its credit facility covenants at September 30, 2025.

Senior notes.

In September 2024, the Company issued $ 850 million in aggregate principal amount of 6.125 % notes due 2029.

The Company used the net proceeds from the offering to fund the early redemption of its $ 675 million in aggregate principal amount of 5.75 % notes due 2025 at a redemption price of 100.607 % in October 2024, with the remainder primarily used for general corporate purposes.

In April 2024, the Company issued $ 750 million in aggregate principal amount of 6.5 % notes due 2032.

5 unchanged sentences

Fair value of long-term debt.

The estimated fair value of the Company’s long-term debt was $ 6.3 billion at each of June 30, 2025 and December 31, 2024.

The estimated fair value of the Company’s long-term debt was $ 6.2 billion and $ 6.3 billion at September 30, 2025 and December 31, 2024, respectively.

NOTE 6 — INCOME TAXES

1 unchanged sentence

The income tax effects of unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, are reported in the interim period in which they occur.

The Company’s effective income tax rate was 11.7 % and 13.9 % for the three and six months ended June 30, 2025, respectively, and ( 4.3 %) and 5.2 % for the three and six months ended June 30, 2024, respectively.

The Company’s effective income tax rate was a benefit of 5.9 % on loss before income taxes and a provision of 23.7 % on income before income taxes for the three and nine months ended September 30, 2025, respectively, and a provision of 17.7 % and 9.3 % for the three and nine months ended September 30, 2024, respectively.

The Company recognizes deferred income tax assets, net of applicable reserves, related to net operating losses, tax credit carryforwards and certain temporary differences.

1 unchanged sentence

Otherwise, a valuation allowance is applied.

During the three months ended June 30, 2025, the Company received a closing letter from the IRS for the examination of its U.S.

During the nine months ended September 30, 2025, the Company received a closing letter from the IRS for the examination of its U.S.

consolidated federal income tax returns for tax years 2015 through 2019.

No material changes occurred as a result of the closure.

The Company anticipates receiving its related refund claim in the next twelve months.

On July 4, 2025, the One Big Beautiful Bill (OBBB) Act was signed into law in the United States and the Company continues to assess the impact on its financial statements.

The Company received approximately half of the related refund claim in September 2025 and anticipates receiving the remaining unpaid refund claim in the next twelve months.

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.

The legislation did not have a material impact on the Company’s income tax expense for the quarter ended September 30, 2025, and the Company does not expect it to materially impact its 2025 effective income tax rate.

NOTE 7 — LEASES

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

6 unchanged sentences

Total finance lease costs $ 22,645 $ 23,646 $ 67,233 $ 68,412

(1) Operating lease cost includes $ 83 million for each of the three months ended June 30, 2025 and 2024 and $ 166 million for each of the six months ended June 30, 2025 and 2024 related to the Bellagio lease, which is held with a related party.

(1) Operating lease cost includes $ 83 million for each of the three months ended September 30, 2025 and 2024 and $ 248 million for each of the nine months ended September 30, 2025 and 2024 related to the Bellagio lease, which is held with a related party.

September 30,

2025 December 31,

22 unchanged sentences

Finance leases 6 6

(1) As of June 30, 2025 and December 31, 2024, operating lease right-of-use assets (“ROU”), net included $ 3.4 billion related to the Bellagio lease.

(2) As of June 30, 2025 and December 31, 2024, operating lease liabilities – long-term included $ 3.8 billion related to the Bellagio lease.

As of June 30, 2025 and December 31, 2024, operating lease liabilities – current included $ 6 million and $ 3 million related to the Bellagio lease, respectively.

Six Months Ended

(1) As of September 30, 2025 and December 31, 2024, operating lease right-of-use assets (“ROU”), net included $ 3.4 billion related to the Bellagio lease.

(2) As of September 30, 2025 and December 31, 2024, operating lease liabilities – long-term included $ 3.8 billion related to the Bellagio lease.

As of September 30, 2025 and December 31, 2024, operating lease liabilities – current included $ 8 million and $ 3 million related to the Bellagio lease, respectively.

Nine Months Ended

September 30,

Cash paid for amounts included in the measurement of lease liabilities (In thousands)

10 unchanged sentences

Year ending December 31, (In thousands)

2025 (excluding the six months ended June 30, 2025) $ 926,563 $ 45,982

2025 (excluding the nine months ended September 30, 2025) $ 460,751 $ 24,997

2026 1,880,956 84,606

26 unchanged sentences

The Company is a party to various other legal proceedings, most of which relate to routine matters incidental to its business.

Management does not believe that the outcome of such proceedings will have a material adverse effect on the Company’s financial position, results of operations or cash flows .

Management does not believe that the outcome of such proceedings will have a material adverse

effect on the Company’s financial position, results of operations or cash flows .

Commitments and guarantees.

MGM China bank guarantees.

In connection with the issuance of the gaming concession in January 2023, bank guarantees were provided to the government of Macau in the amount of MOP 1 billion (approximately $ 124 million as of June 30, 2025 ) to warrant the fulfillment of labor liabilities and of damages or losses that may result if there is noncompliance with the concession.

In connection with the issuance of the gaming concession in January 2023, bank guarantees were provided to the government of Macau in the amount of MOP 1 billion (approximately $ 125 million as of September 30, 2025 ) to warrant the fulfillment of labor liabilities and of damages or losses that may result if there is noncompliance with the concession.

The guarantees expire 180 days after the end of the concession term.

As of June 30, 2025 , MOP 700 million of the bank guarantees (approximately $ 87 million as of June 30, 2025 ) were secured by pledged cash.

As of September 30, 2025 , MOP 700 million of the bank guarantees (approximately $ 87 million as of September 30, 2025 ) were secured by pledged cash.

Bellagio REIT shortfall guarantee.

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MGM Osaka guarantees.

The Company provides for guarantees (1) in the amount of 12.65 billion yen (approximately $ 88 million as of June 30, 2025 ) for 50 % of MGM Osaka’s obligations to Osaka under various agreements related to the venture’s development of an integrated resort in Osaka, Japan and (2) of an uncapped amount to provide funding to MGM Osaka, if necessary, for the completion of the construction and full opening of the integrated resort.

The Company provides for guarantees (1) in the amount of JPY 12.65 billion (approximately $ 86 million as of September 30, 2025 ) for 50 % of MGM Osaka’s obligations to Osaka under various agreements related to the venture’s development of an integrated resort in Osaka, Japan and (2) of an uncapped amount to provide funding to MGM Osaka, if necessary, for the completion of the construction and full opening of the integrated resort.

The guarantees expire when the obligations relating to the full opening of the integrated resort are fulfilled.

1 unchanged sentence

such value is immaterial.

Additionally, the Company’s ownership interest in MGM Osaka, which had a carrying value of $ 379 million as of June 30, 2025 , is pledged as collateral for MGM Osaka’s obligations under its credit agreement.

Additionally, the Company’s ownership interest in MGM Osaka, which had a carrying value of $ 432 million as of September 30, 2025 , is pledged as collateral for MGM Osaka’s obligations under its credit agreement.

MGM Osaka funding commitment.

The Company has commitments to fund MGM Osaka of 428 billion yen, of which an estimated amount of approximately 380 billion yen (approximately $ 2.6 billion as of June 30, 2025 ) remains to be funded as of June 30, 2025 .

The Company has commitments to fund MGM Osaka of JPY 428 billion, of which an estimated amount of approximately JPY 361 billion (approximately $ 2.4 billion as of September 30, 2025 ) remains to be funded as of September 30, 2025 .

The amount and timing of funding is expected to change as a result of project progress, inflation, and other factors.

During the three and six months ended June 30, 2025, the Company funded 12.3 billion yen (approximately $ 85 million) of the committed amount.

During the three and six months ended June 30, 2024 , the Company funded 1.6 billion yen (approximately $ 10 million) and 3.0 billion yen (approximately $ 20 million) of the committed amount, respectively.

During the three and nine months ended September 30, 2025, the Company funded JPY 18.4 billion (approximately $ 123 million) and JPY 30.7 billion (approximately $ 208 million) of the committed amount, respectively.

During the three and nine months ended September 30, 2024 , the Company funded JPY 22.2 billion (approximately $ 138 million) and JPY 25.2 billion (approximately $ 157 million) of the committed amount, respectively.

Other guarantees.

1 unchanged sentence

The Company’s senior credit facility limits the amount of letters of credit that can be issued to $ 1.35 billion.

At June 30, 2025, $ 25 million in letters of credit were outstanding under the Company’s senior credit facility.

At September 30, 2025, $ 25 million in letters of credit were outstanding under the Company’s senior credit facility.

The amount of available borrowings under the credit facility is reduced by any outstanding letters of credit.

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(In thousands)

Net income attributable to MGM Resorts International $ 48,951 $ 187,072 $ 197,505 $ 404,548

Net income (loss) attributable to MGM Resorts International $ ( 285,255 ) $ 184,578 $ ( 87,750 ) $ 589,126

Adjustment related to redeemable noncontrolling interests ( 377 ) ( 216 ) ( 387 ) 14

Net income available to common stockholders – basic and diluted $ 48,982 $ 187,170 $ 197,495 $ 404,779

Net income (loss) available to common stockholders – basic and diluted $ ( 285,632 ) $ 184,362 $ ( 88,137 ) $ 589,140

Weighted-average common shares outstanding – basic 272,517 300,499 277,610 310,688

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The timing, volume and nature of stock repurchases will be at the sole discretion of management, dependent on market conditions, applicable securities laws, and other factors, and may be suspended or discontinued at any time.

During the three months ended June 30, 2024, the Company repurchased approximately 10 million shares of its

common stock for an aggregate amount of $ 413 million.

During the six months ended June 30, 2024, the Company repurchased approximately 22 million shares of its common stock for an aggregate amount of $ 924 million.

During the three months ended September 30, 2024, the Company repurchased approximately 8 million shares of its common stock for an aggregate amount of $ 326 million.

During the nine months ended September 30, 2024, the Company repurchased approximately 30 million shares of its common stock for an aggregate amount of $ 1.3 billion.

In connection with these repurchases, the February 2023 stock repurchase plan was completed.

Repurchased shares were retired.

During the three months ended June 30, 2025, the Company repurchased approximately 8 million shares of its common stock for an aggregate amount of $ 217 million.

During the six months ended June 30, 2025, the Company repurchased approximately 22 million shares of its common stock for an aggregate amount of $ 711 million.

During the nine months ended September 30, 2025, the Company repurchased approximately 22 million shares of its common stock for an aggregate amount of $ 711 million.

Repurchased shares were retired.

The remaining availability under the November 2023 $ 2.0 billion stock repurchase plan was $ 122 million and the remaining availability under the April 2025 $ 2.0 billion stock repurchase plan was $ 2.0 billion as of June 30, 2025.

NOTE 11 — SEGMENT INFORMATION

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Las Vegas Strip Resorts consists of the following casino resorts in Las Vegas, Nevada:

Aria (including Vdara), Bellagio, The Cosmopolitan, MGM Grand Las Vegas (including The Signature), Mandalay Bay (including W Las Vegas and Four Seasons), Luxor, New York-New York (including The Park), Excalibur, and Park MGM (including NoMad Las Vegas).

Aria (including Vdara), Bellagio, The Cosmopolitan, MGM Grand Las Vegas (including The Signature), Mandalay Bay

(including W Las Vegas and Four Seasons), Luxor, New York-New York (including The Park), Excalibur, and Park MGM (including NoMad Las Vegas).

Regional Operations.

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Segment Adjusted EBITDAR is the Company’s reportable segment GAAP measure, which management utilizes as the primary profit measure for its reportable segments and underlying operating segments.

Segment Adjusted EBITDAR is a measure defined as earnings before interest and other non-operating income (expense), income taxes, depreciation and amortization, preopening and start-up expenses, property transactions, net, triple net lease rent expense, income (loss) from unconsolidated affiliates, and also excludes corporate expense and stock compensation expense, which are not allocated to each operating segment.

Segment Adjusted EBITDAR is a measure defined as earnings before interest and other non-operating income (expense), income taxes, depreciation and amortization, preopening and start-up expenses, property transactions, net, triple net lease rent expense, income (loss) from unconsolidated affiliates, goodwill impairment, and also excludes corporate expense and stock compensation expense, which are not allocated to each operating segment.

Triple net lease rent expense is the expense for rent to landlords under triple net operating leases for its domestic properties, the ground subleases of Beau Rivage and MGM National Harbor, and the land concessions at MGM China.

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

22 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

29 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

10 unchanged sentences

Property transactions, net ( 101,775 ) ( 25,493 ) ( 117,368 ) ( 59,124 )

Goodwill impairment ( 256,133 ) — ( 256,133 ) —

Depreciation and amortization ( 260,717 ) ( 233,330 ) ( 739,136 ) ( 621,868 )

1 unchanged sentence

Income (loss) from unconsolidated affiliates 25,642 7,989 38,606 ( 51,319 )

Operating income 404,565 425,656 789,622 884,034

Operating income (loss) ( 112,852 ) 314,857 676,770 1,198,891

Non-operating income (expense)

3 unchanged sentences

( 106,735 ) ( 18,123 ) ( 495,817 ) ( 287,510 )

Income before income taxes 133,756 271,248 400,540 614,647

Income (loss) before income taxes ( 219,587 ) 296,734 180,953 911,381

Benefit (provision) for income taxes 12,858 ( 52,570 ) ( 42,857 ) ( 84,689 )

Net income 118,094 282,802 344,825 582,528

Net income (loss) ( 206,729 ) 244,164 138,096 826,692

Net income attributable to noncontrolling interests ( 78,526 ) ( 59,586 ) ( 225,846 ) ( 237,566 )

Net income attributable to MGM Resorts International $ 48,951 $ 187,072 $ 197,505 $ 404,548

Net income (loss) attributable to MGM Resorts International $ ( 285,255 ) $ 184,578 $ ( 87,750 ) $ 589,126

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

10 unchanged sentences

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-Q

Item 1. Financial Statements