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Item 7. Management’s Discussion and Analysis

2026-02-11 compared with 2025-02-18 · 109 added, 107 removed, 351 unchanged (38% of the section changed)

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This management’s discussion and analysis of financial condition and results of operations includes discussion as of and for the year ended December 31, 2025 compared to December 31, 2024.

Discussion of our financial condition and results of operations as of and for the year ended December 31, 2023 compared to December 31, 2022 can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”) on February 23, 2024 , with the exception of our MGM Digital segment, for which discussion as of and for the year ended December 31, 2023 compared to December 31, 2022 has been included below .

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

Our primary business is the operation of casino properties, which offer gaming, hotel, convention, dining, entertainment, retail and other resort amenities, as well as the operation of digital gaming through our online platforms.

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Our results will also depend upon our ability to expand our ownership, management and operation of gaming facilities and accessing new markets for iGaming and online sports betting.

Our results are also affected by significant recent developments in our business, which principally consist of transactions we have executed in furtherance of our businesses strategy and the recovery from the COVID-19 pandemic, including the removal of COVID-19 travel restrictions in Macau and mainland China.

Our results are also affected by significant recent developments in our business, which principally consist of transactions we have executed in furtherance of our businesses strategy.

Overview of strategic business developments

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• On September 28, 2021, we announced that we and ORIX were selected by Osaka as the region’s integrated resort partner.

In December 2021, we and ORIX formed a venture, Osaka IR KK, through which we plan to develop the integrated resort.

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

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

In December 2021, we and ORIX formed a venture, MGM Osaka, through which we plan to develop the integrated resort.

On April 27, 2022, we, together with Osaka prefecture/city, MGM Osaka, and ORIX, submitted an ADP to Japan’s central government.

On April 14, 2023, we announced that the Japanese government officially certified the ADP, and, in September 2023, MGM Osaka signed an agreement with Osaka to implement the ADP.

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

• On April 29, 2022, VICI acquired MGM Growth Properties LLC (“MGP”) in a stock-for-stock transaction (such transaction, the “VICI Transaction”).

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

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

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

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

In connection with the VICI Transaction, we entered into an amended and restated master lease with VICI.

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

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

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

We entered into an amended and restated master lease with VICI.

See Note 11 for discussion of the lease.

• On May 17, 2022, we acquired the operations of The Cosmopolitan for cash consideration of $1.625 billion, plus working capital adjustments, for a total purchase price of approximately $1.7 billion.

Additionally, we entered into

a lease agreement for the real estate assets of The Cosmopolitan.

See Note 4 and Note 11 for discussion of the transaction and lease, respectively.

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

See Note 11 for discussion of the lease.

• In June 2022, the Macau government enacted a new gaming law that provides for material changes to the legal form of gaming concessions in Macau, including discontinuing and prohibiting gaming subconcessions subsequent to their expiration, and also includes material changes to the rights and obligations provided for under the new gaming concessions that were awarded in the public tender that concluded in December 2022, such as limiting the term of concessions to a maximum of 10 years.

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

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

In December 2022, we were awarded a new gaming concession, which permits the operation of games of chance or other games in casinos in Macau, commencing on January 1, 2023.

• On September 7, 2022, we acquired LeoVegas through a tender offer at a cash price of SEK61 per share, for a total fair value of equity interests acquired of approximately $556 million, inclusive of cash settlement of equity awards.

See Note 4 for discussion of this transaction.

• On December 19, 2022, we completed the sale of the operations of The Mirage to an affiliate of Seminole Hard Rock Entertainment, Inc.

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At closing, the master lease with VICI was amended to remove The Mirage and reflect a $90 million reduction in annual cash rent.

Refer to Note 4 for further discussion of this transaction.

• On February 15, 2023, we completed the sale of the operations of Gold Strike Tunica to CNE Gaming Holdings, LLC, a subsidiary of Cherokee Nation Business, for cash consideration of $450 million, or $474 million, net of purchase price adjustments and transaction costs.

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• In August 2023, LeoVegas completed the acquisition of the majority ownership of Push Gaming, a digital gaming developer.

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

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

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

Refer to Note 7 for further discussion.

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

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

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

Refer to Note 4 for further discussion of this transaction.

Cybersecurity Issue

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The Las Vegas Strip segment results of operations are heavily impacted by visitor volume and trends.

During the year ended December 31, 2024, Las Vegas visitor volume increased 2% compared to 2023 according to information published by the Las Vegas Convention and Visitors Authority, primarily from sporting events hosted by Las Vegas in February 2024 as well as the general expansion of sporting, music, and entertainment events throughout 2024.

During the year ended December 31, 2025, Las Vegas visitor volume decreased 8% compared to 2024 according to information published by the Las Vegas Convention and Visitors Authority.

The MGM China segment results of operations also are heavily impacted by visitor volume and trends.

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

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

During the year ended December 31, 2025, Macau visitor arrivals increased 15% compared to 2024 according to statistics published by the Statistics and Census Service of the Macau Government.

Key Performance Indicators

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• Gaming revenue indicators:

table games drop, which is the total amount of cash and net markers issued and deposited into the drop box, and slot handle, which is the gross amount wagered in slot machines, (volume

table games drop, which is the total amount of cash and net markers issued and deposited into the drop box, and slot handle, which is the gross amount wagered in slot machines, (volume indicators);

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

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Net income attributable to MGM Resorts International 205,862 746,558 1,142,180

Consolidated net revenues increased 7% in 2024 compared to 2023 due primarily to MGM China increasing 28%, MGM Digital increasing 28%, and our Regional Operations increasing 1%, each as compared to 2023 and as discussed below.

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

Consolidated operating income decreased 33% in 2025 compared to 2024.

The decrease was due primarily to the $399 million gain in the prior year period related to the sale of the operations of Gold Strike Tunica recorded in property transactions, net, an increase in payroll related expenses, gaming taxes, and promotional expense, partially offset by the increase in net revenues discussed above.

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

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

Net Revenues by Segment

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Las Vegas Strip Resorts

Las Vegas Strip Resorts net revenues for 2024 were flat compared to 2023 due primarily to an increase in rooms revenue and food and beverage revenue in the current year period, offset by a decrease in casino revenue, each discussed below.

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

Las Vegas Strip Resorts net revenues decreased 4% for 2025 compared to 2024 due primarily to a decrease in rooms revenue and food and beverage revenue, partially offset by an increase in casino revenue, each discussed below.

Las Vegas Strip Resorts casino revenue increased 3% for 2025 compared to 2024 due primarily to an increase in tables games drop and win percentage and an increase in slot handle.

The following table shows key gaming statistics for our Las Vegas Strip Resorts:

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Slot win % 9.4 % 9.4 % 9.3 %

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

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

The following table shows key hotel statistics for our Las Vegas Strip Resorts:

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$ 229 $ 245 $ 237

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

Las Vegas Strip Resorts food and beverage revenue decreased 4% in 2025 compared to 2024 due primarily to a decrease in restaurant covers.

Regional Operations

Regional Operations net revenues increased 1% in 2024 compared to 2023 due primarily to the increase in casino revenues, partially offset by the disposition of Gold Strike Tunica in February 2023.

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

Regional Operations net revenues increased 1% in 2025 compared to 2024 due primarily to an increase in casino revenues, which increased due primarily to an increase in slot handle.

The following table shows key gaming statistics for our Regional Operations:

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Slot win % 10.1 % 9.9 % 9.6 %

MGM China net revenues increased 28% in 2024 compared to 2023 due primarily to an increase in casino revenues discussed below.

MGM China net revenues increased 11% in 2025 compared to 2024 due primarily to an increase in casino revenues, which increased due primarily to an increase in main floor table games drop.

The following table shows key gaming statistics for MGM China:

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Main floor table games win % 25.5 % 25.0 % 22.6 %

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

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

MGM Digital net revenues increased 224% in 2023 compared to 2022 due primarily to a full year of operations of LeoVegas reflected for 2023 while 2022 included results of operations of LeoVegas from the date of acquisition of September 7, 2022 through December 31, 2022.

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

Corporate and other

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$ 2,425,623 $ 2,410,841 $ 2,335,527

(1) Includes rent expense related to triple net operating and ground leases of $2.3 billion, $2.3 billion, and $2.0 billion in 2024, 2023 and 2022, respectively.

(1) Includes triple net lease rent expense of $2.3 billion in each of 2025, 2024, and 2023.

See Note 11 for discussion of our leases.

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Las Vegas Strip Resorts Segment Adjusted EBITDAR decreased 8% compared to 2024.

Las Vegas Strip Resorts Segment Adjusted EBITDAR margin decreased to 35.2% in 2024 compared to 36.3% in 2023 due primarily to an increase in payroll-related expenses.

Las Vegas Strip Resorts Segment Adjusted EBITDAR margin decreased to 33.9% in 2025 compared to 35.2% in 2024 due primarily to the decrease in revenues, discussed above.

Regional Operations

Regional Operations Segment Adjusted EBITDAR increased 2% compared to 2024.

Regional Operations Segment Adjusted EBITDAR margin decreased to 30.7% in 2024 compared to 30.9% in 2023 due primarily to an increase in payroll

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

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

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

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

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

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

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

Regional Operations Segment Adjusted EBITDAR margin increased to 30.8% in 2025 compared to 30.7% in 2024 due primarily to an increase in casino revenues, discussed above.

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

MGM China’s Segment Adjusted EBITDAR margin was 27.0% in 2025, flat compared to the prior year due primarily to an increase in casino revenue, discussed above, partially offset by lower margins in non-gaming outlets.

MGM Digital Segment Adjusted EBITDAR loss was $90 million in 2025 compared to a loss of $77 million in 2024.

The change was due primarily to an increase in costs, primarily payroll related, marketing, and gaming taxes, which were partially offset with an increase in net revenues, discussed above.

Operating Results – Details of Certain Charges

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$ — $ — $ (398,787)

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

Other property transactions, net 126,036 81,316 28,274

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Income (loss) from Unconsolidated Affiliates

The following table summarizes information related to our share of operating loss from unconsolidated affiliates:

The following table summarizes information related to our share of operating income (loss) from unconsolidated affiliates:

Year Ended December 31,

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(In thousands)

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

BetMGM North America Venture

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$ 69,982 $ (90,653) $ (62,104)

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

Non-operating Results

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See Note 9 to the accompanying consolidated financial statements for discussion on long-term debt and see “Liquidity and Capital Resources” for discussion on issuances and repayments of long-term debt.

Other income, net was $71 million in 2024 compared to $43 million in 2023.

Other, net in 2024 was primarily comprised of foreign currency transaction gain of $129 million primarily related to USD denominated debt held by a foreign subsidiary, interest and dividend income of $81 million, and loss related to foreign currency contracts of $116 million.

Other, net in 2023 was primarily comprised of interest and dividend income of $164 million and foreign currency transaction loss of $106 million primarily related to USD denominated debt held by a foreign subsidiary.

Other, net was expense of $303 million in 2025 and income of $71 million in 2024.

Other expense, net in 2025 was primarily comprised of foreign currency transaction loss of $288 million primarily related to USD denominated debt held by a foreign subsidiary, a net loss related to derivatives of $35 million, and a loss related to debt and equity investments of $23 million, partially offset by interest and dividend income of $49 million.

Other income, net in 2024 was primarily comprised of foreign currency transaction gain of $129 million, interest and dividend income of $81 million, and a net loss related to derivatives of $116 million.

The following table summarizes information related to our income taxes:

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Income before income taxes $ 280,779 $ 1,117,065 $ 1,472,763

Provision for income taxes (52,457) (157,839) (697,068)

Benefit (provision) for income taxes 240,093 (52,457) (157,839)

Effective income tax rate (85.5) % 4.7 % 10.7 %

Federal, state and foreign income taxes paid, net of refunds $ 266,996 $ 344,397 $ 22,955

Income taxes paid (refunds received), net $ (34,619) $ 266,996 $ 344,397

Our effective tax rate for 2025 was favorably impacted primarily by a decrease in the valuation allowance on foreign tax credit carryforwards and the mix of U.S.

and foreign earnings, including Macau gaming profits which are exempt from complementary tax.

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

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

Our effective rate for 2023 was favorably impacted primarily by a decrease in the valuation allowance on foreign tax credit carryforwards resulting from a projected increase in foreign source income and favorably impacted by an increase in Macau income offset by expiring net operating losses from prior years subject to valuation allowances.

These changes were partially offset by an increase in incremental U.S.

tax on foreign earnings.

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

Certain jurisdictions in which we operate have enacted legislation commencing in 2024 as well as future years influenced by the OECD Pillar Two framework, including a minimum tax rate of 15%.

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

Certain jurisdictions in which we operate have enacted legislation influenced by the OECD Pillar Two framework, including a minimum tax rate of 15%.

The enacted tax laws with respect to Pillar Two have not materially impacted our current year financial results and are not expected to materially impact future financial results.

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We will continue to monitor worldwide regulatory developments as additional guidance is released.

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

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

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

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

Reportable Segment GAAP measure

“Segment Adjusted EBITDAR” is our reportable segment GAAP measure, which we utilize as the primary profit measure for our 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, loss from unconsolidated affiliates, and also excludes gain on REIT transactions, net as well as corporate expense and stock compensation expense, which are not allocated to each operating segment, and rent expense related to the master lease with MGP that eliminated in consolidation.

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 National Harbor, and the land concessions at MGM China.

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.

“Segment Adjusted EBITDAR margin” is Segment Adjusted EBITDAR divided by related segment net revenues.

Non-GAAP measures

“Consolidated Adjusted EBITDA” is earnings before interest and other non-operating income (expense), income taxes, depreciation and amortization, preopening and start-up expenses, property transactions, net, and gain on REIT transactions, net.

Consolidated Adjusted EBITDA information is a non-GAAP measure that is presented solely as a supplemental disclosure to reported GAAP measures because it is among the measures used by management to evaluate our operating performance, and because we believe this measure is widely used by analysts, lenders, financial institutions, and investors as a measure of operating performance in the gaming industry and as a principal basis for the valuation of gaming companies.

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For example, we have significant uses of cash flows, including capital expenditures, interest payments, income taxes, and debt principal repayments, which are not reflected in Consolidated Adjusted EBITDA.

Accordingly, while we believe that Consolidated Adjusted EBITDA is a relevant measure of performance, Consolidated Adjusted EBITDA should not be construed as an alternative to or substitute for operating income or net income as an indicator of our performance, or as an alternative or substitute for cash flows from operating activities as a measure of liquidity.

Accordingly, while we believe that Consolidated Adjusted EBITDA is a relevant measure of performance, Consolidated Adjusted EBITDA should not be construed as an alternative to or substitute for operating income or net income as an indicator of our performance, or as an alternative to or substitute for cash flows from operating activities as a measure of liquidity.

In addition, other companies in the gaming and hospitality industries that report Consolidated Adjusted EBITDA may calculate Consolidated Adjusted EBITDA in a different manner and such differences may be material.

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Net income attributable to MGM Resorts International $ 205,862 $ 746,558 $ 1,142,180

Net income (loss) attributable to noncontrolling interests 318,050 172,744 (1,266,362)

Net income attributable to noncontrolling interests 315,010 318,050 172,744

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

Provision for income taxes 52,457 157,839 697,068

Provision (benefit) for income taxes (240,093) 52,457 157,839

Income before income taxes 280,779 1,117,065 1,472,763

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Property transactions, net 126,036 81,316 (370,513)

Goodwill impairment 278,927 — —

Depreciation and amortization 1,017,794 831,097 814,128

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

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

Guarantor Financial Information

As of December 31, 2024, all of our principal debt arrangements are guaranteed by each of our wholly owned material domestic subsidiaries that guarantee our senior credit facility.

Our principal debt arrangements are not guaranteed by MGM Grand Detroit, LLC, MGM National Harbor, LLC, Blue Tarp reDevelopment, LLC (d/b/a MGM Springfield), MGM Sports & Interactive Gaming, LLC (the entity that holds our 50% interest in BetMGM North America Venture), MGM CEE Holdco, LLC (the entity that holds our consolidated digital gaming subsidiaries, including LeoVegas), and each of their respective subsidiaries.

Our foreign subsidiaries, including MGM China and its subsidiaries, are also not guarantors of our principal debt arrangements.

In the event that any subsidiary is no longer a guarantor of our credit facility or any of our future capital markets indebtedness, that subsidiary will be released and relieved of its obligations to guarantee our existing senior notes.

The indentures governing the senior notes further provide that in the event of a sale of all or substantially all of the assets of, or capital stock in a subsidiary guarantor then such subsidiary guarantor will be released and relieved of any obligations under its subsidiary guarantee.

As of December 31, 2025, all of our registered principal debt arrangements are guaranteed by each of our wholly owned material domestic subsidiaries that guarantee our senior credit facilities.

Our registered principal debt arrangements are not guaranteed by MGM Grand Detroit, LLC, MGM National Harbor, LLC, Blue Tarp reDevelopment, LLC (d/b/a MGM Springfield), MGM Sports & Interactive Gaming, LLC (the entity that holds our 50% interest in BetMGM North America Venture), MGM CEE Holdco, LLC (the entity that holds our consolidated digital gaming subsidiaries, including LeoVegas), and each of their respective subsidiaries.

Our foreign subsidiaries, including MGM China and its subsidiaries, are also not guarantors of our registered principal debt arrangements.

In the event that any subsidiary is no longer a guarantor of our senior credit facilities or any of our future capital markets indebtedness, that subsidiary will be released and relieved of its obligations to guarantee our existing registered principal debt arrangements.

The indentures governing the registered principal debt arrangements further provide that in the event of a sale of all or substantially all of the assets of, or capital stock in a subsidiary guarantor then such subsidiary guarantor will be released and relieved of any obligations under its subsidiary guarantee.

The guarantees provided by the subsidiary guarantors rank senior in right of payment to any future subordinated debt of ours or such subsidiary guarantors, junior to any secured indebtedness to the extent of the value of the assets securing such debt, and effectively subordinated to any indebtedness and other obligations of our subsidiaries that do not guarantee the senior notes.

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Net cash provided by operating activities $ 2,529,378 $ 2,362,495 $ 2,690,777

Net cash provided by (used in) investing activities (1,283,163) (714,175) 2,118,181

Net cash used in investing activities (1,140,789) (1,283,163) (714,175)

Net cash used in financing activities (1,731,094) (1,564,281) (5,004,631)

Operating activities.

Trends in our operating cash flows tend to follow trends in operating income, excluding non-cash charges, but can be affected by changes in working capital, the timing of significant interest payments, and tax payments or refunds .

Cash provided by operating activities was $2.5 billion in 2025 compared to $2.4 billion in 2024.

The decrease from the prior year was due primarily to changes in working capital primarily related to payroll liabilities, gaming taxes, and payables, partially offset by the increase in Segment Adjusted EBITDAR at MGM China discussed within the Results of Operations section above and a decrease in cash paid for interest and income taxes.

The increase from the prior year was due primarily to the change in cash paid (refunded) for income taxes, an increase in Segment Adjusted EBITDAR at MGM China, and changes in net working capital, partially offset by a decrease in Segment Adjusted EBITDAR at our Las Vegas Strip Resorts discussed within the Results of Operations section above.

Investing activities.

Our investing cash flows can fluctuate significantly from year to year depending on our decisions with respect to strategic capital investments in new or existing properties, business acquisitions or dispositions, and the timing of maintenance capital expenditures to maintain the quality of our properties.

Our investing cash flows can fluctuate significantly from year to year depending on our decisions with respect to strategic capital investments, business acquisitions or dispositions, and the timing of maintenance capital expenditures to maintain the quality of our properties.

Capital expenditures related to regular investments in our existing properties can also vary depending on timing of larger remodel projects related to our public spaces and hotel rooms .

Cash used in investing activities was $1.3 billion in 2024 compared to $714 million in 2023 .

In 2024, we made payments of $1.2 billion in capital expenditures, as further discussed below, contributed $182 million to unconsolidated affiliates, paid $114 million related to acquisitions, net of cash acquired, and received $223 million related to net short-term investments in debt securities.

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

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

Cash used in investing activities was $1.1 billion in 2025 compared to $1.3 billion in 2024 .

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

In comparison, in 2024, we made payments of $1.2 billion in capital expenditures, as further discussed below, contributed $182 million to unconsolidated affiliates, paid $114 million related to acquisitions, net of cash acquired, and received $223 million related to net short-term investments in debt securities.

Capital Expenditures

In 2025, we made capital expenditures of $1.1 billion, of which $195 million related to MGM China and is inclusive of capital expenditures relating to the gaming concession investment .

Capital expenditures primarily related to room remodels, casino floor remodels and equipment, and information technology.

In 2024, we made capital expenditures of $1.2 billion, of which $149 million related to MGM China and is inclusive of capital expenditures related to the gaming concession investment.

Capital expenditures primarily related to information technology and room and venue remodels.

In 2023, we made capital expenditures of $932 million, of which $45 million related to MGM China and is inclusive of capital expenditures related to the gaming concession investment.

Capital expenditures primarily related to land, information technology, room and restaurant remodels, convention center remodels, and gaming equipment.

Financing activities.

Cash used in financing activities was $1.7 billion in 2025 compared to $1.6 billion in 2024.

In 2024 , we had net borrowings of debt of $29 million, as further discussed below, paid $1.4 billion for repurchases of our common stock, and distributed $189 million to noncontrolling interest owners .

In comparison, in the prior year period, we had net repayments of debt of $2.4 billion, as further discussed below, paid $2.3 billion for repurchases of our common stock, and distributed $177 million to noncontrolling interest owners.

In 2025 , we had net repayments of debt of $140 million, as further discussed below, paid $1.2 billion for repurchases of our common stock, and distributed $169 million to noncontrolling interest owners .

In comparison, in the prior year period, we had net borrowings of debt of $29 million, as further discussed below, paid $1.4 billion for repurchases of our common stock, and distributed $189 million to noncontrolling interest owners.

Borrowings and Repayments of Long-term Debt

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

• the repayment of MGM China’s $500 million of aggregate principal amount of 5.25% notes due 2025

upon maturity,

• the net borrowings of $7 million on MGM China’s revolving credit facility, and

• the borrowings of $354 million on the senior secured yen credit facility .

In 2024, we had net borrowings of debt of $29 million, which primarily consisted of:

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• the net borrowings of $104 million on MGM China’s first revolving credit facility.

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

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

Share Repurchases and Distributions to Noncontrolling Interest Owners

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See Note 13 for further information on the stock repurchases.

In connection with those repurchases, the February 2023 $2.0 billion stock repurchase plan was completed.

The remaining availability under the November 2023 $2.0 billion stock repurchase plan was $826 million as of December 31, 2024.

In connection with those repurchases, the November 2023 $2.0 billion stock repurchase plan was completed.

The remaining availability under the April 2025 $2.0 billion stock repurchase plan was $1.6 billion as of December 31, 2025.

In 2024, we paid $1.4 billion relating to repurchases of our common stock pursuant to our stock repurchase plans.

In connection with those repurchases, the March 2022 $2.0 billion stock repurchase plan was completed.

In connection with those repurchases, the February 2023 $2.0 billion stock repurchase plan was completed.

In May 2025, upon shareholder approval, MGM China declared a final dividend for 2024 of $122 million, which was paid in June 2025, of which we received approximately $68 million and noncontrolling interests received approximately $54 million.

In August 2025, MGM China’s Board of Directors declared an interim dividend of $153 million, which was paid in September 2025, of which we received approximately $85 million and noncontrolling interests received approximately $68 million.

In March 2024, MGM China’s Board of Directors declared a special dividend for 2023 of $51 million, which was paid in April 2024, of which we received approximately $29 million and noncontrolling interests received approximately $22 million.

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In addition to required cash on hand for operations, we utilize corporate cash management procedures to minimize the amount of cash held on hand or in banks.

Funds are swept from the accounts at most of our domestic properties daily into central bank accounts, and excess funds are invested overnight or are used to repay amounts drawn under our revolving credit facilities.

In addition, from time to time we may use excess funds to repurchase our outstanding debt and equity securities subject to limitations in our revolving credit facility and Delaware law, as applicable.

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As of December 31, 2025, we had cash and cash equivalents of $2.1 billion, of which MGM China held $565 million, and we had $6.3 billion in principal amount of indebtedness, including $2.5 billion related to MGM China.

No amounts were drawn on our revolving credit facility or MGM China’s second revolving credit facility, and as of December 31, 2024, there was $478 million outstanding under MGM China’s first revolving credit facility.

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

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

As of December 31, 2025, no amounts were drawn on our revolving credit facility, and there was $488 million outstanding under MGM China’s revolving credit facility.

In October 2025, BetMGM North America Venture announced its expectations to distribute cash to its shareholders based upon its excess cash balances and minimum unrestricted cash thresholds going forward, of which we would expect to receive our 50% share.

Our expected cash interest payments, based on principal amounts of debt outstanding, contractual maturity dates, and interest rates, each as of December 31, 2025, for 2026, 2027, and 2028 are approximately $210 million, $170 million, and $155 million, respectively, excluding MGM China, and approximately $350 million, $275 million, and $240 million, respectively, on a consolidated basis, which includes MGM China.

We are also required as of December 31, 2024 to make annual contractual cash rent payments of $1.8 billion over the next twelve months under triple net lease agreements, which triple net leases are also subject to annual escalators and also require us to pay substantially all costs associated with the lease, including real estate taxes, ground lease payments, insurance, utilities and routine maintenance (with each lease obligating us to spend a specified percentage of net revenues at the properties on capital expenditures), in addition to the annual cash rent.

See Note 11 for discussion of our leases and lease obligations.

We have planned capital expenditures in 2025 of approximately $1.1 billion to $1.2 billion on a consolidated basis, of which approximately $225 million to $275 million relates to MGM China and is inclusive of the estimated amount of the gaming concession investment that relates to capital projects.

We are also required as of December 31, 2025 to make annual contractual cash rent payments of $1.8 billion to our landlords over the next twelve months under triple net lease agreements, which triple net leases are also subject to annual escalators and also require us to pay substantially all costs associated with the lease, including real estate taxes, ground lease payments, insurance, utilities and routine maintenance (with each lease obligating us to spend a specified percentage of net revenues at the properties on capital expenditures), in addition to the annual cash rent.

See Note 11 for discussion of our leases and lease obligations and Note 4 for discussion of the pending MGM Northfield Park transaction.

We have planned capital expenditures in 2026 of approximately $950 million to $1.05 billion on a consolidated basis, of which approximately $190 million to $240 million relates to MGM China and is inclusive of the estimated amount of the gaming concession investment that relates to capital projects.

Refer to Note 12 for discussion of MGM Grand Paradise’s commitment to investment in gaming and non-gaming projects and the development of international tourist markets as well as other contractual obligations pursuant to its gaming concession.

We continue to explore potential development or investment opportunities, such as expanding our global online gaming presence and pursuing a commercial gaming facility in New York, which may require cash commitments in the future.

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

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

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

We continue to explore potential development or investment opportunities, such as expanding our global online gaming presence, which may require cash commitments in the future.

Additionally, we have cash commitments to fund MGM Osaka relating to the development of an integrated resort in Osaka, Japan of JPY428 billion, which represents our approximate 43.5% equity share (our estimated ownership percentage of MGM Osaka subsequent to subscribed minority equity interest funding).

We expect to fund the estimated remaining amount of approximately JPY356.9 billion (approximately $2.3 billion as of December 31, 2025 ) on a quarterly basis through 2028, of which a portion we expect to fund in 2026 with the proceeds from the senior secured yen credit facility.

Project costs may increase due primarily to inflation, which increases may be offset by cost mitigation efforts and funded by additional financing.

Refer to Note 12 to the accompanying consolidated financial statements for further discussion regarding our commitments and guarantees.

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Markers are generally legally enforceable instruments in the United States and Macau.

Markers are not legally enforceable instruments in some foreign countries, but the United States assets of foreign customers may be reached to satisfy judgments entered in the United States.

Markers are not legally enforceable instruments in some foreign countries, but the United States assets of foreign customers may be reached to satisfy judgments entered in

the United States.

We consider the likelihood and difficulty of enforceability, among other factors, when we issue credit to customers at our domestic properties who are not residents of the United States.

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A significant amount of our property and equipment was acquired through business combinations and was therefore recognized at fair value at the acquisition date.

Maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred.

Maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its life are expensed as incurred.

When we construct assets, we capitalize direct costs of the project, including fees paid to architects and contractors, property taxes, and certain costs of our design and construction subsidiaries.

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We review goodwill and indefinite-lived intangible assets at least annually and between annual test dates in certain circumstances.

We perform our annual impairment test for indefinite-lived intangible assets in the fourth quarter of each fiscal year.

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

We perform our annual impairment tests in the fourth quarter of each fiscal year.

For our 2025 annual impairment tests, we either utilized the option to perform a qualitative (“step zero”) analysis and concluded it was more likely than not that fair value exceeded carrying value or we elected to perform a quantitative analysis and fair value exceeded carrying value by a substantial margin.

The value of our Empire City reporting unit has been dependent upon us 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 our return expectations on our investment in a commercial gaming facility changed, which led us to determine we would withdraw our application for a commercial gaming license for Empire City.

Accordingly, we 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, we recorded an impairment of the full amount of the Empire City reporting unit’s goodwill of $256 million.

Additionally, in the fourth quarter of 2025, we performed a quantitative analysis for two reporting units within the MGM Digital segment.

One reporting unit had fair value that exceeded carrying value by 7% and for which the goodwill allocated is $341 million and another reporting unit, Push Gaming, had a $23 million goodwill impairment charge and for which the remaining goodwill allocated is $113 million.

Management makes significant judgments and estimates as part of these analyses.

There are several estimates inherent in evaluating these assets for impairment.

In particular, future cash flow estimates are, by their nature, subjective and actual results may differ materially from our estimates.

If future operating results do not meet current expectations it could cause carrying values to exceed their fair values in future periods, potentially resulting in an impairment charge.

If future operating results do not meet current expectations due to significant negative trends, changes in our business strategy, disruptions to our business, slower growth rates, or lack of growth, it may cause carrying values to exceed their fair values in future periods, potentially resulting in an impairment charge.

In addition, the determination of multiples, capitalization rates, and the discount rates used in the impairment tests are highly judgmental and dependent in large part on expectations of future market conditions or events outside of our control.

The value of our Empire City reporting unit is dependent upon us obtaining a commercial gaming license and the timing thereof, as well as other assumptions that may change throughout the bidding process as additional information becomes known, which includes the size, scope, and timing of constructing an expanded commercial gaming facility, the potential for and timing of a transaction for the monetization of the improvements and the proceeds and any rent associated with such transaction, and the incremental cash flows generated by the expanded facility, such as license payments and other payments to government entities, gaming tax rates, and forecasted revenue and expenses from operations.

While the quantitative impairment analysis performed in 2024 resulted in the fair value of Empire City exceeding its carrying value by a substantial margin based upon the assumptions as of the date of the analysis, any of these assumptions could change materially as a result of new or additional information and, if they do, could result in an impairment of up to the full amount of the reporting unit’s goodwill of $256 million.

See Note 2 and Note 7 to the accompanying consolidated financial statements for further discussion of goodwill and other intangible assets.

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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 7. Management’s Discussion and Analysis