What changed in this filing

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Item 1. Business

2026-02-11 compared with 2025-02-18 · 93 added, 142 removed, 264 unchanged (47% of the section changed)

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

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

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

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(“MGM Grand Paradise”), operate two casino properties in Macau.

Additionally, through our 50% ownership interest in Osaka IR KK, an unconsolidated affiliate, we are developing an integrated resort in Osaka, Japan.

Additionally, through our 50% ownership interest in MGM Osaka Corporation (“MGM Osaka”), an unconsolidated affiliate, we are developing an integrated resort in Osaka, Japan.

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

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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 LeoVegas to expand our global online presence, expanding our digital capabilities, and seeking to diversify our Asia operations with development efforts in Japan.

online sports betting and iGaming through BetMGM North America Venture, acquiring and investing in LeoVegas to expand our global online presence, expanding our digital capabilities, and seeking to further diversify our international operations with development efforts in Japan.

As part of that business strategy, we have sought and executed on opportunities to invest in our growth areas, divest our real estate assets, and acquire, or enter into venture transactions, with respect to online gaming and the operations of integrated casino, hotel, and entertainment properties.

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Las Vegas Strip Resorts consists of the following casino resorts:

Aria (including Vdara), Bellagio, The Cosmopolitan of Las Vegas (“The Cosmopolitan”) (upon its acquisition in May 2022), MGM Grand Las Vegas (including The Signature), Mandalay Bay (including W Las Vegas and Four Seasons), The Mirage (until its disposition in December 2022), Luxor, New York-New York (including The Park), Excalibur, and Park MGM (including NoMad Las Vegas).

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 (including The Park), Excalibur, and Park MGM (including The Reserve at Park MGM).

Regional Operations.

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In addition, we provide our premium players access to high-limit rooms and lounge experiences where players may enjoy an upscale atmosphere.

We own approximately 56% of MGM China, which owns MGM Grand Paradise, the Macau company that owns and operates the MGM Macau and MGM Cotai casino resorts and holds the related gaming concession and land concessions.

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

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

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 MGM China plays an important role in extending our reach internationally and will foster future growth and profitability.

We expect the long-term future growth of the Asian gaming market to drive additional visitation at MGM Macau and MGM Cotai.

Our current MGM China operations relate to MGM Macau and MGM Cotai, discussed further below.

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

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

MGM Digital is our consolidated online gaming portfolio which is primarily comprised of LeoVegas, which is headquartered in Sweden and Malta and operates internationally, primarily in Europe and, through its consolidated venture, in Brazil.

Revenues are derived from its online gaming product offerings, which include iGaming, digital slots and table games, as well as live dealer and online sports betting.

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We have additional business activities including our investments in unconsolidated affiliates and certain other corporate and management operations.

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

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

Customers and Competition

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Our Las Vegas Strip Resorts also compete, in part, with each other.

Major competitors, including new 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.

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

Also, the growth of gaming in areas outside Las Vegas has increased the competition faced by our operations in Las Vegas.

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In addition, we compete with gaming operations in surrounding jurisdictions and other leisure destinations in each region.

The Macau gaming market has two primary customer bases:

main floor gaming operations and slot machine operations.

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

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

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

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

Our key competitors in Macau include five other gaming concessionaires.

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By incentivizing customers within our physical properties and with BetMGM North America Venture, we foster loyalty and increase customer lifetime value.

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

In addition to our loyalty programs, we leverage multiple marketing channels—including online, radio, television, print, and billboards in select U.S.

and international cities.

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These include:

Owning, managing, and operating gaming and non-gaming facilities, as well as

expanding into new markets for iGaming and online sports betting.

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

Owning and/or operating gaming and non-gaming facilities, as well as expanding into new markets and expanding our brands for iGaming and online sports betting.

Additionally, we leverage our

management expertise and the strong recognition of our brands through strategic partnerships and international expansion opportunities.

We continue to enhance the efficiency of our operating model by optimizing our Centers of Excellence and achieving best-in-class operating performance through adjustments within corporate and business units.

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These efforts strengthen our operating model and position us as a more resilient company.

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

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

We continue to focus on our key growth opportunities, including developing an integrated resort in Japan, expanding our BetMGM North America Venture, and advancing international digital opportunities.

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

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

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

We believe that BetMGM North America Venture is well-positioned as a long-term leader in online sports betting and iGaming.

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BetMGM North America Venture has also increased its parlay product capabilities with the addition of Angstrom technology which we expect to help drive further customer satisfaction as well as increased hold for BetMGM North America Venture.

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

We are growing our business internationally through MGM Digital by building on our core markets and identifying new opportunities for expansion and brand distribution.

We continue to evolve our technology platform, the backbone for our development.

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.

In the United Arab Emirates (“UAE”), we currently have a non-gaming management agreement with Wasl Hospitality to bring the Bellagio, Aria, and MGM Grand brands to Dubai.

With the UAE’s establishment of the General Commercial Gaming Regulatory Authority, tasked with creating a regulatory framework for commercial gaming in the UAE, we are encouraged by the potential opportunity for gaming expansion in Dubai.

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

We believe technology, powered by our advanced data and analytics capabilities, enables us to deliver highly personalized digital experiences and targeted marketing that elevate the guest experience.

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Through our app and other digital platforms, we deliver tailored content and experiences that deepen guest engagement and build loyalty to our brand and offerings.

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

We continue to expand our digital portfolio by enhancing e-commerce and seamlessly integrating our physical resorts with digital casino and sports betting experiences.

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

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

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

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

Enhanced mobile and self-service check-in options have further driven app adoption, creating a smoother arrival experience for our guests.

Our digital concierge has also improved service with faster response times during guest stays.

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.

For over a decade, we have had a dedicated board committee focused on Corporate Social Responsibility and Sustainability (“CSR&S”).

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

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

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

Social Impact and Sustainability Reporting

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

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

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

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

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

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

The factbook, which reflects U.S.

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

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

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

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

Environmental Sustainability

We believe environmental stewardship is an important component of corporate leadership;

as a Company, we strive to develop and operate our casino properties responsibly.

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

Climate Leadership

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

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

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

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

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

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

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

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

2007 baseline) by 2030;

• 50% reduction in absolute Scope 1 & 2 GHG emissions (metric tons of carbon dioxide equivalent;

2019 baseline) by 2030 (SBTi validated);

• 30% reduction in absolute Scope 3 GHG emissions (metric tons of carbon dioxide equivalent;

2019 baseline) from purchased goods and services, fuel-and energy-related activities, waste generated in operations, and employee commuting by 2030 (SBTi validated);

• 100% renewable electricity purchased in U.S.

and 80% purchased globally by 2030.

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

Water Stewardship

We believe in the importance of responsible water usage throughout our operations and supply chain.

Our goal is to enhance long-term water efficiency by optimizing water systems and implementing conservation measures.

In response to declining conditions in the Colorado River Basin, in 2022, we developed a water white paper that established our ambition for water stewardship including a strategic framework and a global water policy to codify our commitment.

Additionally, as a result of this white paper, MGM Resorts became the first gaming and Las Vegas-based company to endorse the CEO Water Mandate, a global coalition of major companies working to address global water challenges.

Throughout 2024, we refined our approach to water stewardship through the identification of five principles:

Measurement, Efficiency, Quality, Culture and Citizenship.

We strive to be a global leader in water stewardship and envision a sustainable future in which we have a positive impact in Las Vegas and the other communities in which we operate.

In order to achieve this goal, we are focused on addressing water issues at the local level across our operations and supply chain, such as in Southern Nevada where consumptive water use reduction is a critical priority.

We have engaged with stakeholders in each of our U.S.

regions to develop action plans and enhance our basin-level water stewardship.

In addition, we continued our water-related disclosures by participating in the 2024 CDP Water Security questionnaire.

Furthermore, on World Water Day in 2024 (March 22), we announced a grant to the Southern Nevada water authority, enabling local employees to receive additional incentives for at-home water conservation to help advance our commitment to water conservation and support the environment.

We continue to expand our digital portfolio by enhancing e-commerce and integrating our physical properties with digital casino and sports betting experiences.

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

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.

For over a decade, we have had board-level oversight of our Corporate Responsibility efforts.

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

A comprehensive framework lays out four strategic pillars that guide our work:

investing in environmental stewardship;

fostering a culture of respect;

supporting our communities;

and demonstrating responsible business practices.

Responsible Gaming

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It is designed to promote sustainable and enjoyable experiences, by helping guests and employees make informed gambling decisions.

At MGM China, we established a Responsible Gaming Committee and a Responsible Gaming Operations Team that act as lines of defense in identifying and addressing problem gaming-related issues.

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.

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.

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.

Our website, LeoSafePlay.com, is dedicated to promoting responsible gaming.

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Human Capital

We are focused on fostering a people-driven culture exemplified by how we lead and uphold the following core company values:

Captivate Our Audience, Inspire Excellence, Champion Inclusion, and Win Together, to create an engaged workforce.

We are focused on fostering a people-driven culture exemplified by how we lead and uphold the following core company values to create an engaged workforce:

Captivate Our Audience, Inspire Excellence, Champion Inclusion, and Win Together.

Our long-term people strategy is designed to enhance talent attraction and development to support business objectives, guest experience, community engagement, and financial goals.

Our workforce development strategies support local hiring and developing a robust workforce in the local communities in which we operate through veteran support, community training and employment, fulfilling local hiring commitments (where applicable), and through internship, educational, and leadership development programs.

In response to labor demands and agile staffing requirements, we have significantly streamlined our recruitment processes for faster sourcing and recruitment to meet business and operational needs.

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

We work across the enterprise to strengthen our corporate culture, drive employee engagement, and foster well-being.

Growth and Development

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

We are committed to a culture of continuous learning

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

We invest significant resources to develop the talent needed, now and for the future, to be an employer of choice across the gaming, hospitality, and entertainment industries.

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

We support the long-term career aspirations of our employees through education and professional/personal development and skills-based learning.

We continue to introduce new learning and development initiatives focused on a broad range of employee population segments.

We offer tuition reimbursement, contribute toward student loan debt repayment, and have partnered with the Nevada System of Higher Education to enable employees to earn a degree online free of charge for all credit hours.

Over the past year we have focused on growing our talent pipeline, reinforcing our leadership expectations and company culture across all leadership positions and enhancing employee recognition and onboarding programs applicable across all levels.

Focused on Our Communities

Our corporate and people strategies and a social impact and sustainability approach that centers on embracing humanity.

A comprehensive framework lays out five strategic pillars to guide our work:

invest in people;

build an inclusive culture;

grow business and customer engagement;

and enhance marketplace leadership and community relations, including through our supplier relationships.

As part of this strategy, we have committed to the following four long-range 2025 goals:

(1) ensure that our employees have equal access to leadership opportunities, (2) advance positive impacts within purchases of goods and services by building capacity among local suppliers, (3) expand our Supplier Mentorship Program to achieve 150 graduates, and (4) train 100% of U.S.

management employees on social impact and sustainability policies and goals.

We have focused on growing our talent pipeline, investing in our frontline leadership population with a 12-month onboarding and development program, reinforcing our leadership expectations and company culture across all leadership positions and enhancing employee recognition across all levels.

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.

Internally, we use multiple channels to facilitate communication and to continuously advance the core value to Champion Inclusion by cultivating a culture of respect.

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

Responsibility is driven and led by our Chief People, Inclusion and Sustainability Officer, who reports directly to the Chief Executive Officer and President.

Health, Safety, and Wellness

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It is our priority to provide competitive benefit offerings that support the needs of our workforce.

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

Community Engagement and Philanthropy

Our approach, grounded by Focused on What Matters:

Embracing Humanity and Protecting the Planet , articulates our purpose and our commitment to a set of priorities and goals intended to inspire actions that will have an enduring impact on the world.

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

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

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.

In addition, we have successfully transitioned to a new Employee Assistance Program (EAP) provider who offers an enhanced mental health benefit to our employees and their loved ones.

We understand our responsibility to contribute to the 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 critical skills, and implementing workforce development opportunities.

We encourage active engagement in volunteerism and philanthropic opportunities, from serving local community needs to supporting global commitments.

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(1) the Employee Emergency Grant, which benefits our employees, and (2) the Community Grant, which benefits local communities.

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

To foster employee engagement in our philanthropic efforts, we established a Matching Gifts program in 2021, matching employee donations to their charities of choice.

Employees and Labor Relations

As of December 31, 2024, we had approximately 45,000 full-time and 18,000 part-time employees domestically.

In addition, we had approximately 13,000 and 2,000 employees at MGM China and LeoVegas, respectively.

We had collective bargaining agreements with unions covering approximately 38,000 of our employees as of December 31, 2024.

The collective bargaining agreement between The Cosmopolitan of Las Vegas and the Local Joint Executive Board of Las Vegas covering approximately 3,000 employees is scheduled to expire on May 31, 2025.

Additionally, we expect certain collective bargaining agreements to expire in 2025, including our collective bargaining agreement with the International Brotherhood of Teamsters covering valet operations at nine of our Las Vegas Strip Resorts.

As of December 31, 2025, we had approximately 44,000 full-time and 18,000 part-time employees in the U.S.

and 16,000 employees internationally.

We had collective bargaining agreements with unions covering approximately 37,000 of our U.S.

employees as of December 31, 2025.

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.

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

As of December 31, 2024, none of the employees of MGM China or LeoVegas are part of a labor union and MGM China and LeoVegas are not party to any collective bargaining agreements.

Certain of our non-U.S.

employees are also subject to collective bargaining agreements.

Intellectual Property

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Our businesses are subject to various federal, state, local and foreign laws and regulations affecting businesses in general.

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

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

We also deal with significant amounts of cash in our operations and are subject to various reporting and anti-money laundering regulations.

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Cautionary Statement Concerning Forward-Looking Statements

This Form 10-K and our 2024 Annual Report to Stockholders contain “forward-looking statements” within the meaning of the U.S.

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the U.S.

Private Securities Litigation Reform Act of 1995.

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statements we make regarding expectations regarding the impact of macroeconomic trends on our business;

our ability to execute on ongoing and future strategic initiatives, including the development of an integrated resort in Japan, a commercial gaming facility in New York, expectations regarding the potential opportunity for gaming expansion in Dubai, and investments we make in online sports betting and iGaming, the expansion of LeoVegas and the MGM digital brand;

our ability to execute on ongoing and future strategic initiatives, including the development of an integrated resort in Japan, expectations regarding the potential opportunity for gaming expansion in Dubai, investments we make in online sports betting and iGaming, the expansion of LeoVegas and the MGM digital brand, and the closing of the sale of the operations of MGM Northfield Park;

positioning BetMGM North America Venture as a leader in sports betting and iGaming;

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our expectations with respect to future share repurchases and cash dividends on our common stock;

dividends and distributions we will receive from MGM China;

dividends and distributions we will receive from MGM China and BetMGM North America Venture;

amounts projected to be realized as deferred tax assets;

our ability to achieve our public social impact and sustainability goals;

the impact to our business, operations and reputation from, and expenses and uncertainties associated with, the September 2023 cybersecurity issue;

the timing and outcome of the claims and class actions against us and of the investigations by state and federal regulators, related to the September 2023 cybersecurity issue, and the availability of cybersecurity insurance proceeds and the nature and scope of any claims, litigation or regulatory proceedings that may be brought against us.

expected tax refunds;

the timing and outcome of investigations by state regulators related to the September 2023 cybersecurity issue, and the availability of cybersecurity insurance proceeds in connection with a cybersecurity incident and the nature and scope of any regulatory proceedings that may be brought against us.

The foregoing is not a complete list of all forward-looking statements we make.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

• water scarcity could negatively impact our operations;

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

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

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

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

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

• the availability of cybersecurity insurance proceeds;

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

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

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

Any forward-looking statement made by us in this Form 10-K or our 2024 Annual Report to Stockholders speaks only as of the date on which it is made.

Any forward-looking statement made by us in this Annual Report on Form 10-K speaks only as of the date on which it is made.

Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them.

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Hornbuckle 68 Chief Executive Officer and President

Sanders 61 Chief Operating Officer

Halkyard 60 Chief Financial Officer and Treasurer

Ayesha Molino

45 Chief Operating Officer

Halkyard 61 Chief Financial Officer

McManus 58 Chief Legal and Administrative Officer and Secretary

Fritz 51 President, MGM Resorts International Interactive

Fritz 52 Chief Commercial Officer and President of MGM Digital

Hornbuckle has served as Chief Executive Officer since July 2020 and as President since December 2012.

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

Sanders has served as Chief Operating Officer since December 2020.

Previously, he served as Chief Financial Officer and Treasurer from March 2019 to January 2021, as Chief Operating Officer from September 2010 through February 2019, as Chief Operating Officer for the Company’s Core Brand and Regional Properties from August 2009 to September 2010, as Executive Vice President—Operations from August 2007 to August 2009, and as Executive Vice President and Chief Financial Officer for MGM Grand Resorts from April 2005 to August 2007.

Halkyard has served as Chief Financial Officer and Treasurer since January 2021.

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.

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.

Halkyard has served as Chief Financial Officer since January 2021.

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

Prior to joining the Company, Mr.

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

Fritz has served as President, MGM Resorts International Interactive since October 2022.

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.

From November 2021 until October 2022, he served as Managing Director, Digital Mergers & Acquisitions.

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We maintain a website at www.mgmresorts.com that includes financial and other information for investors.

We provide access to our SEC filings, including our annual report on Form 10-K and quarterly reports on Form 10-Q (including related filings in XBRL format), filed and furnished current reports on Form 8-K, and amendments to those reports on our website, free of charge, through a link to the SEC’s EDGAR database.

We provide access to our SEC filings, including our annual report on Form 10-K and quarterly reports on Form 10-Q , filed and furnished current reports on Form 8-K, and amendments to those reports on our website, free of charge, through a link to the SEC’s EDGAR database.

Through that link, our filings are available as soon as reasonably practicable after we file or furnish the documents with the SEC.

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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 1. Business