What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-11 compared with 2025-02-18 · 223 added, 349 removed, 1097 unchanged (34% of the section changed)

54 unchanged sentences

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill – Empire City Reporting Unit — Refer to Note 7 to the financial statements

Goodwill – A Reporting Unit in the MGM Digital Segment — Refer to Notes 2 and 7 to the financial statements

Critical Audit Matter Description

2 unchanged sentences

Changes in these assumptions could have a significant impact on either the fair value, the amount of any goodwill impairment charge, or both.

The goodwill balance for the Empire City Reporting Unit (“Empire City”) was $256 million as of December 31, 2024.

The fair value of Empire City exceeded its carrying value by a substantial margin as of the measurement date and, therefore, no impairment was recognized.

However, the value of Empire City is dependent upon the Company obtaining a New York commercial gaming license and the timing thereof, as well as other related assumptions that may change throughout the bidding process as additional information becomes known.

These assumptions could

change materially as a result of new or additional information and, if they do, could result in an impairment of up to the full amount of Empire City’s goodwill of $256 million.

Given the significant judgments made by management to estimate the fair value of Empire City, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the forecast as well as the selection of the discount rate, specifically due to the sensitivity of the results of Empire City’s operations to obtaining a New York commercial gaming license and other related assumptions including the scope and timing related to (1) construction, (2) a potential transaction monetizing improvements and any rent associated with such transaction, and (3) incremental cash flows associated with an expanded facility including revenues and expenses, including license payments and gaming taxes, required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

The goodwill balance for one of the reporting units in the MGM Digital segment was $341 million as of December 31, 2025.

The fair value of this reporting unit exceeded its carrying value by a 7% margin as of the measurement date and, therefore, no impairment was recognized.

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

Therefore, performing audit procedures to evaluate the

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

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the forecast and selection of the discount rate used by management to estimate the fair value of Empire City included the following, among others:

• We tested the effectiveness of controls over determining the fair value of Empire City, including those over management’s forecast and the selection of the discount rate.

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

• We tested the effectiveness of controls over determining the fair value of the reporting unit, including those over management’s forecast and the selection of the discount rate.

• We evaluated management’s ability to accurately forecast revenues and expenses by comparing actual results to management’s historical forecasts.

• We evaluated the assumptions and estimates included in the forecast by:

– Comparing the forecasts, which include assumptions related to the Company obtaining a New York commercial gaming license and the timing thereof and incremental cash flows associated with an expanded facility, to information included in the Company’s communications to the Board of Directors, gaming industry reports, and other publicly available information;

– Evaluating management’s estimated construction costs associated with the expanded facility and comparing the estimates to previous construction projects performed by the Company;

– Evaluating management’s assumptions related to the monetization of improvements and any rent associated with such transaction and comparing the assumptions to market data;

– Comparing the forecasts to historical financial results;

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

– Comparing the forecast to historical financial results;

– Conducting inquiries with management;

16 unchanged sentences

Prepaid expenses and other 486,419 478,582

Assets held for sale

Total current assets 4,332,424 4,363,599

5 unchanged sentences

Deferred income taxes

89,792 39,591

Other long-term assets, net 848,547 858,980

5 unchanged sentences

Other accrued liabilities 2,993,179 2,869,105

Liabilities related to assets held for sale

Total current liabilities 3,512,107 3,351,683

40 unchanged sentences

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

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

Goodwill impairment

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

16,605,885 15,659,436 14,210,648

Loss from unconsolidated affiliates ( 90,653 ) ( 62,104 ) ( 160,213 )

Income (loss) from unconsolidated affiliates 69,982 ( 90,653 ) ( 62,104 )

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

5 unchanged sentences

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 )

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

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

14 unchanged sentences

Foreign currency translation 380,857 ( 201,594 ) 109,278

Cash flow hedges — — 37,692

Other — — 936

1 unchanged sentence

Comprehensive income 901,729 863,014 1,425,138

Comprehensive (income) loss attributable to noncontrolling interests ( 321,568 ) ( 172,562 ) 1,249,085

Comprehensive income attributable to noncontrolling interests ( 314,153 ) ( 321,568 ) ( 172,562 )

Comprehensive income attributable to MGM Resorts International $ 587,576 $ 541,446 $ 1,252,576

11 unchanged sentences

26,679 27,227 27,844

Loss on early retirement of debt 7,087 — —

Loss on extinguishment of debt

Provision for credit losses 61,127 61,089 48,984

1 unchanged sentence

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

Goodwill impairment

Foreign currency transaction loss (gain) 288,002 ( 128,588 ) 106,428

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

Noncash lease expense 509,098 515,403 516,120

Other investment losses (gains)

Other investment losses

22,421 32,237 1,112

Loss from unconsolidated affiliates 91,387 63,136 183,670

Loss (income) from unconsolidated affiliates ( 71,117 ) 91,387 63,136

Distributions from unconsolidated affiliates 17,153 21,929 20,121

13 unchanged sentences

Proceeds from repayment of principal on note receivable

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

Acquisitions, net of cash acquired — ( 113,882 ) ( 122,058 )

2 unchanged sentences

Investments and other ( 48,488 ) 147,883 ( 125,947 )

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 )

Cash flows from financing activities

Net borrowings (repayments) under bank credit facilities – maturities of 90 days or less 104,416 ( 1,097,306 ) 1,148,276

Net borrowings (repayments) of debt – maturities of 90 days or less 6,607 104,416 ( 1,097,306 )

Issuance of long-term debt 353,778 2,100,000 —

1 unchanged sentence

Debt issuance costs ( 40,839 ) ( 38,318 ) ( 21,535 )

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

Distributions to noncontrolling interest owners ( 169,235 ) ( 188,567 ) ( 177,093 )

10 unchanged sentences

Interest paid, net of amounts capitalized $ 389,128 $ 406,260 $ 452,160

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

Non-cash investing and financing activities

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Balances, January 1, 2023 379,088 $ 3,791 $ — $ 4,794,239 $ 33,499 $ 4,831,529 $ 378,594 $ 5,210,123

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

Net income — — — 1,142,180 — 1,142,180 172,131 1,314,311

Currency translation adjustment — — — — 109,461 109,461 ( 183 ) 109,278

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

Stock-based compensation — — 70,775 — — 70,775 2,676 73,451

Issuance of common stock pursuant to stock-based compensation awards 1,787 18 ( 22,529 ) ( 9,318 ) — ( 31,829 ) — ( 31,829 )

Cash distributions to noncontrolling interest owners — — — — — — ( 95,622 ) ( 95,622 )

Dividends declared and paid to common shareholders ($ 0.01 per share)

— — — ( 4,048 ) — ( 4,048 ) — ( 4,048 )

Distributions to noncontrolling interest owners — — — — — — ( 29,566 ) ( 29,566 )

Issuance of restricted stock units — — 1,701 — — 1,701 — 1,701

1 unchanged sentence

Adjustment of redeemable noncontrolling interest to redemption value — — 2,129 — — 2,129 — 2,129

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

Other — — ( 1,744 ) — 936 ( 808 ) ( 677 ) ( 1,485 )

7 unchanged sentences

— — — — — — ( 187,062 ) ( 187,062 )

Issuance of restricted stock units — — 1,701 — — 1,701 — 1,701

Repurchases of common stock ( 33,458 ) ( 334 ) ( 42,062 ) ( 1,328,492 ) — ( 1,370,888 ) — ( 1,370,888 )

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As of December 31, 2025, the Company’s domestic casino resorts include the following integrated casino, hotel and entertainment resorts in Las Vegas, Nevada:

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

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

The Company also operates MGM Grand Detroit in Detroit, Michigan, MGM National Harbor in Prince George’s County, Maryland, MGM Springfield in Springfield, Massachusetts, Borgata in Atlantic City, New Jersey, Empire City in Yonkers, New York, MGM Northfield Park in Northfield Park, Ohio, and Beau Rivage in Biloxi, Mississippi.

1 unchanged sentence

The Company leases the real estate assets of its domestic properties pursuant to triple net lease agreements, as further discussed in Note 11.

The Company has an approximate 56 % controlling interest in MGM China Holdings Limited (together with its subsidiaries, “MGM China”), which owns MGM Grand Paradise, S.A.

As of December 31, 2025, the Company has an approximate 56 % controlling interest in MGM China Holdings Limited (together with its subsidiaries, “MGM China”), which owns MGM Grand Paradise, S.A.

(“MGM Grand Paradise”).

1 unchanged sentence

The Company also owns LV Lion Holding Limited (together with its subsidiaries, “LeoVegas”), a consolidated subsidiary that has global online gaming operations headquartered in Sweden and Malta.

Additionally, the Company and its venture partner, Entain plc, each have a 50 % ownership interest in BetMGM, LLC (“BetMGM North America Venture”), an unconsolidated affiliate, which provides online sports betting and gaming in certain jurisdictions in North America.

The Company also has a 50 % ownership interest in Osaka IR KK, an unconsolidated affiliate, which is developing an integrated resort in Osaka, Japan.

Additionally, the Company has a 50 % ownership interest in BetMGM, LLC (“BetMGM North America Venture”), an unconsolidated affiliate, which provides online sports betting and gaming in certain jurisdictions in North America.

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

Reportable segments.

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

Bellagio REIT Venture (as defined in Note 11) and Osaka IR KK are VIEs in which the Company is not the primary beneficiary because it does not have power on its own to direct the activities that could potentially be significant to the ventures and, accordingly, does not consolidate the ventures.

Bellagio REIT Venture (as defined in Note 11) and MGM Osaka are VIEs in which the Company is not the primary beneficiary because it does not have power on its own to direct the activities that could potentially be significant to the ventures and, accordingly, does not consolidate the ventures.

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

5 unchanged sentences

For entities over which the Company does not have significant influence, the Company accounts for its equity investment under ASC 321.

Reclassifications.

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

Management’s use of estimates.

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• Level 1, Level 2, and Level 3 inputs when assessing the fair value of assets acquired and liabilities assumed in acquisitions.

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

Equity investments.

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

For the year ended December 31, 2024 and December 31, 2023, the Company recorded a net loss on its equity investments of $ 47 million and $ 26 million, respectively.

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

For the years ended December 31, 2025, 2024 and 2023, the Company recorded a net loss on its equity investments of $ 33 million, $ 47 million, and $ 26 million, respectively.

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

3 unchanged sentences

As of December 31, 2025, the fair value of derivatives classified as liabilities were $ 88 million, with $ 69 million in current liabilities and $ 19 million in long-term liabilities.

As of December 31, 2023, the fair value of derivatives classified as assets were $ 10 million, with $ 1 million in current assets and $ 9 million in long-term assets, and liabilities of $ 17 million, with $ 8 million in current liabilities and $ 9 million in long-term liabilities.

For the year ended December 31, 2024, the Company recorded a net loss on its derivatives of $ 116 million.

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

For the years ended December 31, 2025 and 2024, the Company recorded a net loss on its derivatives of $ 35 million and $ 116 million, respectively.

Debt investments.

10 unchanged sentences

government securities Level 1 62,267 19,075

agency securities Level 2 — 9,804

Corporate bonds Level 2 135,211 171,117

4 unchanged sentences

Cash and cash equivalents.

Cash and cash equivalents consist of cash and highly liquid investments with maturities of 90 days or less at the date of purchase.

Cash and cash equivalents consist of cash and highly liquid investments with effective maturities of 90 days or less at the date of purchase.

The fair value of cash and cash equivalents approximates carrying value because of the short maturity of those instruments (Level 1).

Restricted cash.

MGM China’s pledged cash of $ 87 million as of each of December 31, 2024 and 2023, securing the bank guarantees discussed in Note 12 is restricted in use and classified within “Other long-term assets, net.” Such amounts plus “Cash and cash equivalents” on the consolidated balance sheets equal “Cash, cash equivalents, and restricted cash” on the consolidated statements of cash flows as of December 31, 2024 and 2023.

MGM China’s pledged cash of $ 87 million for each of December 31, 2025 and 2024, securing the bank guarantees discussed in Note 12 is restricted in use and classified within “Other long-term assets, net.” Such amounts plus “Cash and cash equivalents” on the consolidated balance sheets equal “Cash, cash equivalents, and restricted cash” on the consolidated statements of cash flows as of December 31, 2025 and 2024 .

Accounts receivable and credit risk.

8 unchanged sentences

Management believes that as of December 31, 2025, no significant concentrations of credit risk existed for which a loss reserve had not already been recorded.

Inventories consist primarily of food and beverage, retail merchandise and operating supplies, and are stated at the lower of cost or net realizable value.

Cost is determined primarily using the average cost method for food and beverage and operating supplies.

Cost for retail merchandise is determined using the cost method.

Inventories consist primarily of food and beverage and retail merchandise, and are stated at the lower of cost or net realizable value.

Cost is determined primarily using the average cost method.

Property and equipment.

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Several criteria must be met before an asset is classified as held for sale, including that management with the appropriate authority commits to a plan to sell the asset at a reasonable price in relation to its fair value and is actively seeking a buyer.

For assets held for sale, the Company recognizes the asset at the lower of carrying value or fair market value less costs to sell, as estimated based on comparable asset sales, offers received, or a discounted cash flow model.

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

lower of carrying value or fair market value less costs to sell, as estimated based on comparable asset sales, offers received, or a discounted cash flow model.

For assets to be held and used, the Company reviews for impairment whenever indicators of impairment exist.

4 unchanged sentences

All recognized impairment losses, whether for assets held for sale or assets to be held and used, are recorded as operating expenses.

In connection with the expiration of the MGM Grand Paradise gaming subconcession on December 31, 2022 as further discussed in Note 7, the casino areas of MGM Cotai and MGM Macau reverted, free of charge and without any encumbrances, to the Macau government, which is now the legal owner of the reverted gaming assets.

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

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

As the Company will continue to operate the gaming assets in the same manner as under the gaming subconcession, obtain substantially all of the economic benefits, and bear all of the risks arising from the use of assets for the economic life of the assets, the Company will continue to recognize the reverted gaming assets within “Property and equipment” and depreciate the assets over their remaining estimated useful lives.

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No material impairments were indicated or recorded as a result of the annual impairment review for goodwill and indefinite-lived intangible assets in 2025, 2024, and 2023.

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

See Note 7 for further discussion.

Accounting guidance provides entities the option to perform a qualitative assessment of goodwill and indefinite-lived intangible assets (commonly referred to as “step zero”) in order to determine whether further impairment testing is necessary.

In performing the step zero analysis the Company considers macroeconomic conditions, industry and market considerations, current and forecasted financial performance, entity-specific events, and changes in the composition or carrying amount of net assets of reporting units for goodwill.

In addition, the Company takes into consideration the amount of excess of fair value over carrying value determined in the last quantitative analysis that was performed, as well as the

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

In addition, the Company takes into consideration the amount of excess of fair value over carrying value determined in the last quantitative analysis that was performed, as well as the period of time that has passed since the last quantitative analysis.

If the step zero analysis indicates that it is more likely than not that the fair value is less than its carrying amount, the entity would proceed to a quantitative analysis.

Under the quantitative analysis, goodwill for relevant reporting units is tested for impairment using a discounted cash flow analysis based on the estimated future results of the Company’s reporting units discounted using market discount rates and market indicators of terminal year capitalization rates, and a market approach that utilizes business enterprise value multiples based on a range of multiples from the Company’s peer group.

Under the quantitative analysis, goodwill for relevant reporting units is tested for impairment using an income approach in which a discounted cash flow analysis is utilized based on the estimated future results of the Company’s reporting units discounted using market discount rates and market indicators of terminal year capitalization rates, and a market approach that utilizes business enterprise value multiples based on a range of multiples from the Company’s peer group.

If the fair value of the reporting unit is less than its carrying value, an impairment charge is recognized equal to the difference.

11 unchanged sentences

Revenue recognition.

The Company’s revenue from contracts with customers consists of casino wagers transactions, hotel room sales, food and beverage transactions, entertainment shows, and retail transactions.

The Company’s revenue from contracts with customers consists of casino wager transactions, hotel room sales, food and beverage transactions, entertainment shows, and retail transactions.

The transaction price for a casino wager is the difference between gaming wins and losses (“net win”).

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For such arrangements, the Company allocates revenue to each good or service based on its relative SSP.

The Company primarily determines the SSP of rooms,

food and beverage, entertainment, and retail goods and services based on the amount that the Company charges when sold separately in similar circumstances to similar customers.

The Company primarily determines the SSP of rooms, food and beverage, entertainment, and retail goods and services based on the amount that the Company charges when sold separately in similar circumstances to similar customers.

Contract and Contract-Related Liabilities.

10 unchanged sentences

Increase / (decrease) $ ( 11,690 ) $ 4,104 $ 1,574 $ 13,032 $ 34,890 $ 59,010

The January 1, 2023 balances exclude liabilities related to assets held for sale.

The December 31, 2025 balances exclude liabilities related to assets held for sale.

Revenue by source.

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The Company records such adjustments to retained earnings, to the extent available, with any residual amount applied against capital in excess of par value.

During 2023 and 2022, the Company purchased $ 138 million and $ 21 million of interests from its redeemable noncontrolling interest parties, respectively.

In 2023, the Company purchased $ 138 million of interests from its redeemable noncontrolling interest parties.

Earnings per share of common stock.

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Translation adjustments resulting from this process are recorded to other comprehensive income (loss).

Foreign currency transaction gain or loss from remeasurements are recorded to other non-operating income (expense).

Foreign currency transaction gain or loss from remeasurements are recorded to other non-operating income (expense) as “Other, net” in the consolidated statements of operations.

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

Accumulated other comprehensive income (loss).

5 unchanged sentences

Recently adopted accounting standards.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Improvements to Reportable Segment Disclosures,” which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis.

The Company adopted ASU 2023-07 for the year ended December 31, 2024.

Refer to Note 17 for segment information.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Improvements to Income Tax Disclosures,” which requires public

companies, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction.

The Company adopted ASU 2023-09 for the year ended December 31, 2025 and applied the new disclosure requirements prospectively to the current annual period.

Refer to Note 10 for income tax disclosures.

Recently issued accounting standards.

In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures,” which requires public companies, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction.

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

In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses,” which primarily requires disaggregation of specific expense categories in disclosures within the footnotes on an annual and interim basis.

23 unchanged sentences

NOTE 4 — ACQUISITIONS AND DIVESTITURES

Push Gaming acquisition.

On August 31, 2023, LeoVegas acquired 86 % of digital gaming developer, Push Gaming Holding Limited (“Push Gaming”) for total consideration of $ 146 million, which was allocated to $ 126 million of goodwill and $ 40 million of amortizable intangible assets.

LeoVegas acquisition.

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

On September 7, 2022, the Company completed its tender offer and acquired 65 % of the outstanding shares of LeoVegas and, at the completion of an extended acceptance period on September 22, 2022, acquired an additional 2 % of outstanding shares, for an aggregate cash tender price of $ 370 million.

During the tender offer period, the Company had acquired 31 % of outstanding shares in open market purchases that had an acquisition-date fair value of approximately $ 172 million.

As the Company’s previous 31 % ownership interest was accounted for at fair value, no gain or loss was recorded upon consolidation.

The remaining outstanding shares, with a fair value of approximately $ 11 million based upon the tender price, were settled by the Company in cash in connection with squeeze-out proceedings during the second quarter of 2023.

The aggregate fair value of the acquired equity interests of LeoVegas was determined by the tender price and equaled $ 556 million, inclusive of

cash settlement of equity awards.

The acquisition provided the Company an opportunity to create a scaled global online gaming business.

The operating results for LeoVegas are included in the consolidated statements of operations from the date of acquisition.

LeoVegas’s net revenue, operating loss, and net loss for the period from September 7, 2022 through December 31, 2022 were $ 133 million, $ 13 million, and $ 15 million, respectively.

The Cosmopolitan acquisition.

On May 17, 2022, the Company acquired 100 % of the equity interests in the entities that own 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.

The acquisition expanded the Company’s customer base and provided a greater depth of choices and experiences for guests in Las Vegas.

The operating results for The Cosmopolitan are included in the consolidated statements of operations from the date of acquisition.

The Cosmopolitan’s net revenue, operating income, and net income for the period from May 17, 2022 through December 31, 2022 were $ 783 million, $ 117 million and $ 117 million, respectively.

Unaudited pro forma information - The Cosmopolitan acquisition.

The following unaudited pro forma consolidated financial information for the Company has been prepared assuming the Company’s acquisition of The Cosmopolitan had occurred as of January 1, 2021.

The unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisition been consummated as of the indicated date.

Pro forma results of operations for the LeoVegas and Push Gaming acquisitions have not been included because they are not material to the consolidated results of operations.

Year Ended December 31,

(In thousands)

Net revenues $ 13,550,304

Net income attributable to MGM Resorts International 1,487,247

VICI Transaction.

Prior to the closing of the VICI Transaction (defined below), MGM Growth Properties LLC (“MGP”) was a consolidated subsidiary of the Company.

Substantially all of its assets were owned by and substantially all of its operations were conducted through MGM Growth Properties Operating Partnership LP (“MGP OP”).

MGP had two classes of common shares:

Class A shares and a single Class B share.

The Company owned MGP’s Class B share, through which it held a controlling interest in MGP as it was entitled to an amount of votes representing a majority of the total voting power of MGP’s shares.

The Company and MGP each held MGP OP units representing limited partner interests in MGP OP.

Immediately prior to the VICI Transaction, the Company owned 41.5 % of MGP OP units, and MGP held the remaining 58.5 % ownership interest in MGP OP.

Additionally, the Company had leased the real estate assets of The Mirage, Luxor, New York-New York, Park MGM, Excalibur, The Park, Gold Strike Tunica, MGM Grand Detroit, Beau Rivage, Borgata, Empire City, MGM National Harbor, MGM Northfield Park, and MGM Springfield from MGP OP.

The Company also leased, and continues to lease, the real estate assets of Mandalay Bay and MGM Grand Las Vegas from subsidiaries of a venture that was 50.1 % owned by a subsidiary of MGP OP at the time of the transaction (such venture, the “MGP BREIT Venture”).

On April 29, 2022, VICI Properties, Inc.

(“VICI”) acquired 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 the Company received 1.366 units of VICI OP in exchange for each MGP OP unit held by the Company.

The fixed exchange ratio represents an agreed upon price of $ 43 per share of MGP Class A share to the five-day volume weighted average price of VICI stock as of the close of business on July 30, 2021.

In connection with the exchange, VICI OP redeemed the majority of the Company’s VICI OP units for cash consideration of $ 4.4 billion, with the Company retaining an approximate 1 % ownership interest in VICI OP that had a fair value of approximately $ 375 million.

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

Accordingly, the Company no longer held a controlling interest in MGP and deconsolidated MGP upon the closing of the transactions.

Further, the Company entered into an amended and restated master lease with VICI as discussed in Note 11.

The Mandalay Bay and MGM Grand Las Vegas lease remained unchanged.

In connection with the transactions, the Company recognized a $ 2.3 billion gain recorded within “Gain on REIT transactions, net.” The gain reflects the fair value of consideration received of $ 4.8 billion plus the carrying amount of noncontrolling interest immediately prior to the transactions of $ 3.2 billion less the net carrying value of the assets and liabilities and accumulated comprehensive income derecognized of $ 5.7 billion.

The Mirage sale.

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

for cash consideration of $ 1.075 billion, or $ 1.1 billion, net of purchase price adjustments and transaction costs.

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

The Company recognized a $ 1.1 billion gain recorded within “Property transactions, net.” The gain reflects the fair value of consideration received of $ 1.1 billion less the net carrying value of the assets and liabilities derecognized of $ 28 million.

The operations of The Mirage were not classified as discontinued operations because the Company concluded that the sale was not a strategic shift that had a major effect on the Company’s operations or its financial results and it did not represent a major geographic segment or product line.

Gold Strike Tunica sale.

On February 15, 2023, the Company 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.

At closing, the master lease between the Company and VICI was amended to remove Gold Strike Tunica and to reflect a $ 40 million reduction in annual cash rent.

The Company recognized a $ 399 million gain recorded within “Property transactions, net.” The gain reflects the net cash consideration less the net carrying value of the assets and liabilities derecognized of $ 75 million.

The operations of Gold Strike Tunica were not classified as discontinued operations because the Company concluded that the sale was not a strategic shift that had a major effect on the Company’s operations or its financial results and it did not represent a major geographic segment or product line.

The major classes of assets and liabilities derecognized in connection with the sale in 2023 were as follows:

Gold Strike Tunica

MGM Northfield Park sale.

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

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

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

(“VICI”) will be amended to remove MGM Northfield Park and to reflect a $ 53 million reduction in annual cash rent, subject to a 2 % escalator on May 1, 2026.

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

The operations of MGM Northfield Park are not classified as discontinued operations because the Company concluded that the sale is not a strategic shift that has a major effect on the Company’s operations or its financial results and it does not represent a major geographic segment or product line.

The major classes of assets and liabilities classified as held for sale as of December 31, 2025 are as follows:

(In thousands)

6 unchanged sentences

Other intangible assets, net 228,000

Operating lease right-of-use assets, net 507,231

Other long-term assets, net 328

Total assets $ 607,991

Assets held for sale $ 315,382

Accounts payable $ 6,833

Other accrued liabilities 18,497

Operating lease liabilities 516,136

Other long-term obligations 251

Total liabilities $ 533,278

Liabilities related to assets held for sale $ 25,581

Push Gaming acquisition.

Gold Strike Tunica sale.

At closing, the master lease between the Company and VICI was amended to remove Gold Strike Tunica and to reflect a $ 40 million reduction in annual cash rent.

NOTE 5 — PROPERTY AND EQUIPMENT, NET

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Investments in and advances to unconsolidated affiliates were $ 536 million and $ 381 million as of December 31, 2025 and 2024, respectively.

The Company’s share of losses of BetMGM North America Venture in excess of its equity method investment balance was $ 89 million and $ 5 million as of December 31, 2024 and 2023, respectively, which is recorded within “Other current liabilities” on the consolidated balance sheets.

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

The Company’s share of losses and distributions of BetMGM North America Venture in excess of its equity method investment balance was $ 160 million and $ 89 million as of December 31, 2025 and 2024, respectively, which is recorded within “Other accrued liabilities” on the consolidated balance sheets.

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

Year Ended December 31,

1 unchanged sentence

(In thousands)

Loss from unconsolidated affiliates $ ( 90,653 ) $ ( 62,104 ) $ ( 160,213 )

Income (loss) from unconsolidated affiliates $ 69,982 $ ( 90,653 ) $ ( 62,104 )

Non-operating items from unconsolidated affiliates 1,135 ( 734 ) ( 1,032 )

$ 71,117 $ ( 91,387 ) $ ( 63,136 )

The following table summarizes information related to the Company’s share of operating loss from unconsolidated affiliates:

The following table summarizes the Company’s share of operating income (loss) from unconsolidated affiliates:

Year Ended December 31,

1 unchanged sentence

(In thousands)

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

BetMGM North America Venture

2 unchanged sentences

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

In connection with the VICI Transaction in April 2022, the Company deconsolidated MGP, and, accordingly, derecognized the assets and liabilities of MGP, which included MGP OP’s investment in MGP BREIT Venture.

BetMGM North America Venture.

In 2025, the Company received $ 135 million in distributions from BetMGM North America Venture.

In 2024 and 2023, the Company contributed $ 25 million and $ 50 million, respectively, to BetMGM North America Venture.

Refer to Note 12 for discussion on the Company’s funding of MGM Osaka, which is recognized as contributions to MGM Osaka.

NOTE 7 — GOODWILL AND OTHER INTANGIBLE ASSETS

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Balance at January 1 Acquisitions

Reclassifications

Currency exchange Balance at December 31

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$ 5,145,004 $ — $ ( 278,927 ) $ ( 17,915 ) $ 53,798 $ 4,901,960

Balance at January 1 Acquisitions Currency exchange Balance at December 31

Balance at January 1 Acquisitions Impairment

Reclassifications

Currency exchange Balance at December 31

(In thousands)

4 unchanged sentences

$ 5,165,694 $ 215 $ — $ — $ ( 20,905 ) $ 5,145,004

Refer to Note 4 for discussion on the Push Gaming acquisition within the MGM Digital segment.

MGM Grand Paradise gaming subconcession and gaming concession.

Pursuant to the agreement dated April 19, 2005 between MGM Grand Paradise and SJM Resorts S.A.

(formerly Sociedade de Jogos de Macau, S.A.), a gaming subconcession was acquired by MGM Grand Paradise for the right to operate casino games of chance and other casino games for a period commencing on April 20, 2005 through March 31, 2020.

Pursuant to the then-existing Macau gaming law, upon reaching the maximum duration foreseen in the law (up to a maximum term of 20 years), the term of the concessions may be extended one or more times by order of the Chief Executive, which period may not exceed, in total, 5 years.

In 2019, MGM Grand Paradise’s subconcession term was extended from March 31, 2020 to June 26, 2022, consistent with the expiration of the other concessionaires and subconcessionaires.

On June 23, 2022, MGM Grand Paradise entered into an addendum to its subconcession pursuant to which its gaming subconcession was extended to December 31, 2022.

In connection with the extension, MGM Grand Paradise paid the Macau government MOP 47 million (approximately $ 6 million).

In June 2022, new Macau gaming law was enacted under which the existing subconcessions were discontinued and a maximum of six concessions were to be awarded for a term to be specified in the concession contract that may not exceed 10 years and which may be extended by three years under certain exceptional circumstances.

The enactment of the new gaming law preceded the public tender for the awarding of new gaming concessions.

On December 16, 2022, MGM Grand Paradise was awarded a ten-year concession contract to permit the operation of games of chance or other games in casinos in Macau which commenced on January 1, 2023.

As the enactment of the new Macau gaming law in June 2022 provided for material changes to the legal form of gaming concessions in Macau, including discontinuing and prohibiting gaming subconcessions subsequent to their expiration, and also included material changes to the rights and obligations provided for under the new gaming concessions, the Company determined that the MGM Grand Paradise gaming subconcession and new gaming concession are two separate units of account.

Further, as the material changes in the legal and regulatory environment could have an adverse effect on the value of MGM Grand Paradise’s gaming subconcession, the Company concluded that a triggering event had occurred under ASC 360 in June 2022 for the MGM China asset group.

The Company compared the estimated undiscounted cash flows of the asset group to its carrying value and determined that the undiscounted cash flows significantly exceeded the carrying value and, therefore, no impairment was indicated.

Additionally, in June 2022, the Company reassessed the useful life of the gaming subconcession intangible asset and determined that, given the new gaming law and the resulting changes described above, the useful life would no longer be based on the initial term of the MGM Cotai land concession, which ends in January 2038, and that the useful life should be revised to align with the cessation of the subconcession rights that occurred at the end of the contractual term of the gaming subconcession, which ended on December 31, 2022.

Accordingly, amortization of the MGM Grand Paradise gaming subconcession was recognized on a straight-line basis over its reduced useful life.

The gaming subconcession was fully amortized as of December 31, 2022.

Pursuant to the gaming concession contract, MGM Grand Paradise is required, among other things, to pay a fixed annual premium and an annual variable premium based on the number of gaming tables and machines for the term of the gaming concession.

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

Upon the commencement of the gaming concession, the gaming assets were temporarily transferred to MGM Grand Paradise for the duration of the concession term in return for annual payments determined by square meters of the reverted casino areas.

Accordingly, upon commencement of the gaming concession contract on January 1, 2023, MGM Grand Paradise recorded an intangible asset, included within “Gaming rights” above, of $ 226 million for the right to conduct gaming and operate the reverted gaming equipment and gaming areas and a corresponding liability for the in-substance consideration to be paid over the concession term for such rights, which is the unconditional obligation of the fixed and variable annual premiums, as well as the payments relating to the use of the reverted gaming assets .

The initial value of the intangible asset and liability were measured as the present value of these payments based upon the approved number of gaming tables and slot machines, estimates of the Macau average price index, and square meters of the reverted casino areas, each as of January 1, 2023.

The current portion of $ 8 million and $ 7 million was recorded within “Other accrued liabilities” and noncurrent portion of $ 207 million and $ 214 million of the remaining liability was recorded within “Other long-term liabilities,” in the consolidated balance sheets as of December 31, 2024 and 2023, respectively.

The gaming concession intangible asset is being amortized on a straight-line basis over the ten-year term of the gaming concession contract.

The fully amortized gaming subconcession intangible asset was derecognized upon the expiration of the gaming subconcession and corresponding commencement of the gaming concession contract.

Refer to Note 4 for discussion on assets held for sale (reclassifications).

Empire City goodwill and gaming license impairment.

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

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

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

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

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

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

Amortization expense.

Amortization expense related to intangible assets was $ 119 million, $ 103 million and $ 2.7 billion for 2024, 2023, and 2022, respectively.

Amortization expense related to intangible assets was $ 139 million, $ 119 million and $ 103 million for 2025, 2024, and 2023, respectively.

As of December 31, 2025, estimated future amortization was as follows:

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Finance lease liabilities - current (Refer to Note 11)

76,913 74,191

Other 598,808 477,947

3 unchanged sentences

(In thousands)

Senior secured yen credit facility

$ 346,528 $ —

MGM China revolving credit facility

MGM China first revolving credit facility — 477,567

5.25 % MGM China senior notes, due 2025

6.75 % senior notes, due 2025

5.75 % senior notes, due 2025

5.875 % MGM China senior notes, due 2026

750,000 750,000

5.875 % MGM China senior notes, due 2026

750,000 750,000

4.625 % senior notes, due 2026

7 unchanged sentences

6.125 % senior notes, due 2029

850,000 850,000

7.125 % MGM China senior notes, due 2031

500,000 500,000

6.5 % senior notes, due 2032

750,000 750,000

7 % debentures, due 2036

3 unchanged sentences

$ 6,230,141 $ 6,362,098

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

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

Interest expense, net consisted of the following:

7 unchanged sentences

In February 2024, the Company amended its revolving facility to increase the facility to $ 2.3 billion and extend the maturity date to February 2029.

The revolving credit facility bears interest of SOFR plus 1.50 % to 2.25 % determined by reference to a rent adjusted total net leverage ratio pricing grid.

The revolving credit facility bears interest of SOFR plus a 0.1 % SOFR adjustment plus 1.50 % to 2.25 % determined by reference to a rent adjusted total net leverage ratio pricing grid.

At December 31, 2025, no amounts were drawn.

4 unchanged sentences

The Company was in compliance with its credit facility covenants at December 31, 2025.

MGP OP senior secured credit facility.

In April 2022, MGP OP senior secured credit facility was derecognized in connection with the deconsolidation of MGP as a result of the VICI Transaction.

MGP OP was party to interest rate swaps to mitigate the effects of interest rate volatility inherent in its variable rate debt as well as forecasted debt issuances.

In March 2022, MGP OP terminated its interest rate swap agreements.

MGM China first revolving credit facility.

At December 31, 2024, the MGM China first revolving credit facility consisted of a HK$ 9.75 billion (approximately $ 1.3 billion) unsecured revolving credit facility.

The MGM China first revolving credit facility bears interest at a fluctuating rate per annum based on Hong Kong Interbank Offered Rate (“HIBOR”) plus 1.625 % to 2.75 %, as determined by MGM China’s leverage ratio.

Senior secured yen credit facility.

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

The option to increase the amount of the facility was partially exercised in November 2025, increasing the term loan A facility by JPY 9.0 billion to JPY 54.2 billion (approximately $ 347 million).

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

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

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

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

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

MGM China revolving credit facility.

In April 2025, MGM China entered into the MGM China revolving credit facility and subsequently repaid in full, the amounts outstanding under the MGM China first revolving credit facility with borrowings under the MGM China revolving credit facility.

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

At December 31, 2025, the MGM China revolving credit facility consisted of a HK$ 23.4 billion (approximately $ 3.0 billion) senior unsecured revolving credit facility, which matures in April 2030 and bears interest at a fluctuating rate per annum based on the Hong Kong Interbank Offer Rate plus 1.625 % to 2.75 %, as determined by MGM China’s leverage ratio.

At December 31, 2025, the weighted average interest rate was 6.46 %.

In June 2023, MGM China amended its first revolving credit agreement, which extended the maturity date to May 2026.

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

In connection with the June 2023 amendment, the financial covenants under the MGM China first revolving credit facility are waived through December 31, 2024 and become effective beginning on March 31, 2025.

MGM China was in compliance with its applicable MGM China first revolving credit facility covenants at December 31, 2024.

MGM China second revolving credit facility.

At December 31, 2024, the MGM China second revolving credit facility consisted of a HK$ 5.85 billion (approximately $ 753 million) unsecured revolving credit facility.

The option to increase the amount of the facility was partially exercised in August 2023, increasing the facility by HK$ 205 million (approximately $ 26 million);

in October 2023, increasing the facility by HK$ 1.17 billion (approximately $ 151 million);

and in December 2023, increasing the facility by HK$ 100 million (approximately $ 13 million).

The option to increase the amount of the facility was further exercised in May 2024, increasing the facility by HK$ 1.26 billion (approximately $ 162 million) to its full capacity of HK$ 5.85 billion.

At December 31, 2024, no amounts were drawn on the MGM China second revolving credit facility.

In June 2023, MGM China amended its second revolving credit agreement, which extended the maturity date to May 2026, increased the amount to which MGM China may upsize the facility, and removed the requirement for the MGM China first revolving credit facility to be fully drawn prior to utilizing the MGM China second revolving credit facility.

The MGM China second credit facility bears interest at a fluctuating rate per annum based on HIBOR plus 1.625 % to 2.75 %, as determined by MGM China’s leverage ratio.

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

In connection with the June 2023 amendment, the financial covenants under the MGM China second revolving credit facility are waived through December 31, 2024 and become effective beginning on March 31, 2025.

MGM China was in compliance with its applicable MGM China second revolving credit facility covenants at December 31, 2024.

LeoVegas revolving credit facility.

Upon the Company’s acquisition of LeoVegas, the LeoVegas revolving credit facility consisted of a € 40 million revolving facility, which was fully drawn.

The LeoVegas revolving credit facility contained a change-of-control provision which required repayment of the facility within 60 days following a change-of-control event.

As the Company’s acquisition of LeoVegas triggered the change-of-control provision, the revolving credit facility was fully repaid in November 2022.

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

MGM China was in compliance with its credit facility covenants at December 31, 2025.

Senior notes.

4 unchanged sentences

In March 2023, the Company repaid its $ 1.25 billion 6 % notes due 2023 upon maturity.

In March 2022, the Company repaid its $ 1.0 billion 7.75 % notes due 2022 upon maturity.

MGP OP senior notes.

In April 2022, MGP OP senior secured credit facility and the senior notes of MGP OP were derecognized in connection with the deconsolidation of MGP as a result of the VICI Transaction.

MGM China senior notes.

In June 2025, MGM China repaid its $ 500 million in aggregate principal amount of 5.25 % notes due 2025 with borrowings under the MGM China revolving credit facility.

In June 2024, MGM China issued $ 500 million in aggregate principal amount of 7.125 % notes due 2031.

1 unchanged sentence

LeoVegas senior notes.

Upon the Company’s acquisition of LeoVegas in 2022, LeoVegas had senior unsecured notes of SEK 700 million (approximately $ 65 million) in aggregate principal outstanding with an option to increase the issuance to SEK 800 million (approximately $ 74 million).

The senior unsecured notes contained change-of-control provisions which provided for the holders to request that all or a portion of the principal amount held be repurchased at a price of 101 %, together with accrued interest, during a period following notice.

In connection with the change-of-control provisions, an aggregate of SEK 319 million (approximately $ 30 million) of senior unsecured notes were repurchased in November and December 2022.

In August 2023, LeoVegas repaid its remaining outstanding senior unsecured notes totaling SEK 382 million (approximately $ 36 million).

In August 2023, LeoVegas repaid its senior unsecured notes totaling SEK 382 million (approximately $ 36 million).

Maturities of long-term debt.

4 unchanged sentences

2027 1,425,000

Thereafter 1,250,552

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$ 280,779 $ 1,117,065 $ 1,472,763

The components of the provision for income taxes were as follows:

The components of the provision for (benefit from) income taxes were as follows:

Year Ended December 31,

6 unchanged sentences

Other noncurrent ( 13,658 ) 1,458 ( 10,969 )

Provision for federal income taxes 95,966 142,754 861,125

(Benefit) provision for federal income taxes ( 201,058 ) 95,966 142,754

Current 32,865 10,477 24,931

13 unchanged sentences

$ ( 240,093 ) $ 52,457 $ 157,839

A reconciliation of the federal income tax statutory rate and the Company’s effective tax rate for the year ended December 31, 2025 was as follows (in thousands, except percentages):

Year ended December 31, 2025

federal statutory rate $ 58,965 21.0 %

State and local income taxes, net of federal income tax effect 1

Foreign tax effects

Statutory tax rate differential ( 75,044 ) ( 26.7 ) %

Tax holiday benefit ( 144,831 ) ( 51.6 ) %

Other ( 7,478 ) ( 2.7 ) %

Statutory tax rate differential ( 7,505 ) ( 2.7 ) %

Changes in valuation allowance 20,217 7.2 %

Other ( 588 ) ( 0.2 ) %

Hong Kong 40,868 14.6 %

Malta 23,513 8.4 %

Other foreign jurisdictions 10,939 3.9 %

Effects of cross-border tax laws 12,682 4.5 %

Tax credits ( 16,486 ) ( 5.9 ) %

Changes in valuation allowance ( 283,694 ) ( 101.0 ) %

Nontaxable and nondeductible items

Foreign currency transaction gain or loss 60,501 21.5 %

Goodwill impairment 53,788 19.2 %

Other 25,997 9.3 %

Other adjustments ( 18,185 ) ( 6.5 ) %

Effective tax rate $ ( 240,093 ) ( 85.5 ) %

1 State taxes in New Jersey comprise the majority (greater than 50 percent) of the tax effect in this category.

A reconciliation of the federal income tax statutory rate and the Company’s effective tax rate was as follows:

Year Ended December 31,

2024 2023 2022

Federal income tax statutory rate 21.0 % 21.0 %

8 unchanged sentences

Permanent and other items 0.7 1.1

4.7 % 10.7 % 77.1 %

The tax-effected components of the Company’s net deferred tax liability were as follows:

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Valuation allowance ( 144,108 ) ( 173,984 )

95,984 52,979

Total deferred tax assets $ 6,043,899 $ 6,025,191

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Net deferred tax liability $ ( 2,527,275 ) $ ( 2,772,072 )

A reconciliation of income taxes paid (refunds received), net was as follows:

Year Ended December 31,

state and local

Foreign ( 765 )

Income tax refunds received, net

For the years ended December 31, 2024 and 2023, income taxes paid, net was $ 267 million and $ 344 million, respectively.

Deferred income tax valuation allowance consisted of the following:

8 unchanged sentences

2,886,575 — ( 1,108,129 ) 1,778,446

The Company has recorded a valuation allowance of $ 855 million on its foreign tax credit (“FTC”) carryover of $ 1.0 billion as of December 31, 2024, resulting in an FTC net deferred tax asset of approximately $ 153 million.

The Company has recorded a valuation allowance of $ 265 million on its foreign tax credit (“FTC”) carryover of $ 334 million as of December 31, 2025, resulting in an FTC net deferred tax asset of approximately $ 69 million.

The FTCs are attributable to the Macau Special Gaming Tax, which is 35% of gross gaming revenue in Macau.

1 unchanged sentence

While the Company generally does not expect to generate new FTC carryovers after the year ended December 31, 2017, it will be able to utilize its existing FTC carryovers only to the extent it has active foreign source income during the applicable 10 -year FTC carryforward period.

The Company relies on future U.S.-source operating income in assessing,

future FTC realization during the applicable 10 -year FTC carryover period.

The Company relies on future U.S.-source operating income in assessing, future FTC realization during the applicable 10 -year FTC carryover period.

The FTC carryovers will expire if not utilized as follows:

$ 674 million in 2025;

$ 134 million in 2026;

and $ 200 million in 2027.

$ 134 million in 2026 and $ 200 million in 2027.

The Company’s assessment of the realization of its FTC deferred tax asset is based on available evidence, including assumptions concerning future U.S.

1 unchanged sentence

As a result, significant judgment is required in assessing the possible need for a valuation allowance and changes to such assumptions could result in a material change in the valuation allowance with a corresponding impact on the provision for income taxes in the period including such change.

On January 29, 2024, MGM Grand Paradise was granted an extension of its Complementary Tax Exemption for the period of January 1, 2023 through December 31, 2027.

The measurement of Macau deferred tax assets and liabilities as of December 31, 2023 was based on enacted law as of that date and assumed MGM Grand Paradise would pay the complementary tax on gaming profits for all periods beyond December 31, 2022.

The impact of the retroactive Complementary Tax Exemption was reversed in 2024.

At December 31, 2025, gross foreign net operating loss carryforwards consisted primarily of a complementary tax exempt net operating loss (“NOL”) carryforward of $ 1.1 billion at MGM Grand Paradise resulting from non-gaming operations that will expire if not utilized in years 2026 through 2028.

3 unchanged sentences

Otherwise, the NOL carryforward can be carried forward indefinitely.

The Company has provided a valuation allowance of $ 12 million on some of its state deferred tax assets for the NOLs described above.

The Company has provided a valuation allowance of $ 12 million on its state deferred tax assets, including the NOLs described above.

The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was not material at December 31, 2025 and 2024, respectively.

2 unchanged sentences

federal jurisdiction, various state and local jurisdictions, and foreign jurisdictions.

As of December 31, 2024, other than adjustments resulting from the federal and state income tax audits discussed herein, the federal, state, and local tax jurisdictions in which the Company files tax returns generally cannot assess tax with respect to years ended prior to 2020.

However, NOLs generated or utilized in earlier years may be subject to adjustment.

The Company’s 2015 through 2019 U.S.

consolidated federal income tax returns are currently under examination by the IRS and the examination findings are under review by the Joint Committee on Taxation.

Such review and examination are expected to be complete and close during the first half of 2025.

The Company anticipates receiving its refund claim without any material adjustments upon resolution of the examination.

In 2024, the Company’s suit initiated against the state of Michigan in 2022 was resolved with no material adjustments.

In addition, the state of Michigan cancelled the examination of the Company’s unitary income tax returns filed in the state for tax years 2019 through 2021.

As of December 31, 2025, the federal, state, and local tax jurisdictions in which the Company files tax returns generally cannot assess tax with respect to years ended prior to 2021.

However, NOLs and other available carryforwards generated or utilized in earlier years may be subject to adjustment.

The examination by the IRS of the Company’s 2015 through 2019 U.S.

consolidated federal income tax returns concluded in the first half of 2025 following approval of the examination findings by the Joint Committee on Taxation.

The Company received $ 102 million in tax refunds and related interest in 2025 and an additional $ 85 million in January 2026.

Additional interest remains outstanding and is expected to be received by the Company in 2026.

In addition, the Company is subject to state income tax examinations for various tax years ranging from 2022 through 2024.

The Company does not anticipate any material adjustments upon resolution of these examinations.

NOTE 11 – LEASES

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Mandalay Bay and MGM Grand Las Vegas lease .

The Company leases the real estate assets of Mandalay Bay and MGM Grand Las Vegas from subsidiaries of VICI.

The Company leases the real estate assets of Mandalay Bay and MGM Grand Las Vegas.

The Mandalay Bay and MGM Grand Las Vegas lease commenced February 14, 2020 and has an initial term of 30 years with two 10 -year renewal periods, exercisable at the Company’s option, with a fixed 2 % rent escalator for the first 15 years and, thereafter, an escalator equal to the greater of 2 % and the CPI increase during the prior year, subject to a cap of 3 %.

Annual cash rent payments for the lease year that commenced on February 29, 2024 increased to $ 316 million as a result of the 2 % fixed annual escalator.

Annual cash rent payments for the lease year that commenced on March 1, 2025 increased to $ 322 million as a result of the 2 % fixed annual escalator.

Aria and Vdara lease .

The Company leases the real estate assets of Aria and Vdara from funds managed by The Blackstone Group, Inc.

The Company leases the real estate assets of Aria and Vdara.

The Aria and Vdara lease commenced September 28, 2021 and has an initial term of 30 years with three 10 -year renewal periods, exercisable at the Company’s option, with a fixed 2 % rent escalator for the first 15 years, and thereafter, an escalator equal to the greater of 2 % and the CPI increase during the prior year, subject to a cap of 3 %.

4 unchanged sentences

Additionally, the VICI lease provides VICI with a right of first offer with respect to any further gaming development by the Company on the undeveloped land adjacent to Empire City, which VICI may exercise should the Company elect to sell the property.

Annual cash rent payments for the first lease year that commenced on April 29, 2022 was $ 860 million.

In December 2022, in connection with the sale of the operations of The Mirage, the VICI lease was amended to remove The Mirage and to reflect a $ 90 million reduction in annual cash rent, thereby reducing the annual cash rent payments to $ 770 million.

In February 2023, in connection with the sale of the operations of Gold Strike Tunica, the VICI lease was amended to remove Gold Strike Tunica and to reflect a $ 40 million reduction in annual cash rent, thereby reducing the annual cash rent payments to $ 730 million.

The modifications resulted in reassessment of the lease classification and remeasurement of the VICI lease, with the lease continuing to be accounted for as an operating lease and $ 1.3 billion of net operating lease ROU and $ 1.3 billion of lease liabilities allocable to The Mirage were derecognized, and $ 507 million of net operating lease ROU and $ 516 million of lease liabilities allocable to Gold Strike Tunica were derecognized (see Note 4).

Annual cash rent payments for the lease year that commenced on May 1, 2025 increased to $ 775 million as a result of the 2 % fixed annual escalator.

The Company is also required to pay the rent payments under the ground leases of the Borgata, Beau Rivage, and National Harbor through the term of the VICI lease.

The ground subleases of Beau Rivage and National Harbor are classified as operating leases and the ground sublease of Borgata is classified as a finance lease.

The Company is also required to pay the rent payments under the ground leases of the Borgata, Beau Rivage, and MGM National Harbor through the term of the VICI lease.

The ground subleases of Beau Rivage and MGM National Harbor are classified as operating leases and the ground sublease of Borgata is classified as a finance lease.

The modification resulted in reassessment of the lease classification and remeasurement of the VICI lease, with the lease continuing to be accounted for as an operating lease and $ 507 million of net operating lease ROU and $ 516 million of lease liabilities were derecognized.

The Cosmopolitan lease.

The Company leases the real estate assets of The Cosmopolitan from a subsidiary of Blackstone Real Estate Investment Trust, Inc.

The Company leases the real estate assets of The Cosmopolitan.

The Cosmopolitan lease commenced May 17, 2022 and has an initial term of 30 years with three 10 -year renewal periods, exercisable at the Company’s option, with a fixed 2 % rent escalator for the first 15 years, and thereafter, an escalator equal to the greater of 2 % and the CPI increase during the prior year, subject to a cap of 3 %.

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MGM China land concessions .

MGM Grand Paradise has MGM Macau and MGM Cotai land concession contracts with the government of Macau, each with an initial 25 -year contract term ending in April 2031 and January 2038, respectively, with a right to renew for further consecutive periods of 10 years, at MGM Grand Paradise’s option.

MGM Grand Paradise has MGM Macau and MGM Cotai land concession contracts with the government of Macau, each with an initial 25 -year contract term ending in April 2031 and January 2038,

respectively, with a right to renew for further consecutive periods of 10 years, at MGM Grand Paradise’s option.

The land leases are classified as operating leases.

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

As of December 31, 2024, operating lease liabilities – current included $ 3 million related to the Bellagio lease.

As of December 31, 2025 and 2024, operating lease liabilities – current included $ 9 million and $ 3 million related to the Bellagio lease, respectively.

Year Ended December 31,

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In connection with this cybersecurity issue, the Company became subject to consumer class actions in U.S.

federal and state courts.

and Canadian courts.

These class actions assert a variety of common law and statutory claims based on allegations that the Company failed to use reasonable security procedures and practices to safeguard customers’ personal information, and seek monetary and statutory damages, injunctive relief and other related relief.

The Company reached a settlement for $ 45 million to resolve the purported civil class action litigation related to the 2023 cybersecurity issue and a 2019 cybersecurity issue, which was paid by insurance carriers into a settlement fund in February 2025.

In addition, the Company is the subject of investigations by state and federal regulators, which also could result in monetary fines and other relief.

The Company reached a settlement for $ 45 million to resolve the purported U.S.

civil class action litigation related to the 2023 cybersecurity issue and a 2019 cybersecurity issue, which was paid by insurance carriers into a settlement fund in February 2025.

The District Court for the District of Nevada approved the parties' settlement in the U.S.

class actions and entered judgment in June 2025.

In addition, the Company continues to be subject to investigations by state regulators, which also could result in monetary fines and other relief.

The Company cannot predict the timing or outcome of any of these potential matters, or whether the Company may be subject to additional legal proceedings, claims, regulatory inquiries, investigations, or enforcement actions.

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

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

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

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

Commitments and guarantees.

MGM Grand Paradise concession contract.

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Such payments will be adjusted with the Macau average price index during the term of the reversion agreement.

The annual payment to the Macau government is approximately MOP 45 million ($ 6 million as of December 31, 2024) during the year ending December 31, 2025, approximately MOP 148 million ($ 19 million as of December 31, 2024) during each of the following four years ending December 31, 2029, and approximately MOP 445 million ($ 56 million as of December 31, 2024) in the aggregate thereafter through the term of the reversion agreement, with each annual payment subject to the Macau average price index adjustment.

The minimum required amount of the payments described in (ii) and (iii) above, as well as the payments relating to the use of the reverted gaming assets were accrued as of and at the commencement of the concession contract as an offset to the related intangible asset as further discussed in Note 7.

The annual payment to the Macau government is approximately MOP 148 million ($ 19 million as of December 31, 2025) during each of the next five years ending December 31, 2030, and approximately MOP 297 million ($ 37 million as of December 31, 2025) in the aggregate thereafter through the term of the reversion agreement, with each annual payment subject to the Macau average price index adjustment.

The initial value of the intangible asset and liability were measured as the present value of these payments based upon the approved number of gaming tables and slot machines, estimates of Macau average price index, and square meters of the reverted casino areas, each as of January 1, 2023.

Payments incremental to minimum amounts due or any subsequent changes to the amounts due under such payments are expensed as incurred.

The gaming concession also obligates MGM Grand Paradise to invest in various gaming and non-gaming projects and the development of international tourist markets over the ten-year term of the concession in an initial amount of approximately MOP 16.7 billion ($ 2.1 billion as of December 31, 2024) of which MOP 15 billion ($ 1.9 billion as of December 31, 2024 ) was designated for non-gaming projects.

In 2023, the non-gaming commitment increased in accordance with the concession contract as a result of market-wide Macau annual gross gaming revenue exceeding MOP 180 billion and, accordingly, the total gaming and non-gaming project commitment over the ten-year term of the concession increased to MOP 19.7 billion ($ 2.5 billion as of December 31, 2024 ), of which MOP 18 billion ($ 2.2 billion as of December 31, 2024 ) is designated for non-gaming projects.

The projects related to the investment are subject to annual review and Macau government approval and, therefore, the timing and magnitude of the projects comprising the investment are subject to change.

MGM Grand Paradise submitted the list of investments and projects it intended to carry out in 2025 to the Macau government in the fourth quarter of 2024, which has been approved by the Macau government.

Under the gaming concession, MGM Grand Paradise committed to make gaming and non-gaming investments of MOP 19.7 billion ($ 2.5 billion as of December 31, 2025) over the ten year term of the concession, of which MOP 18 billion ($ 2.2 billion as of December 31, 2025) is designated for non-gaming projects in connection with, among others, the attraction of international visitors, conventions and exhibitions, entertainment shows, sporting events, culture and art, health and wellness, themed entertainment, gastronomy, community tourism, and maritime tourism.

The gaming law also requires concessionaires to maintain share capital of at least MOP 5 billion (approximately $ 624 million as of December 31, 2025).

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such value is immaterial.

Osaka IR KK guarantees.

The Company provides for guarantees (1) in the amount of 12.65 billion yen (approximately $ 80 million as of December 31, 2024) for 50 % of Osaka IR KK’s obligations to Osaka under various agreements related to the venture’s development of an integrated resort in Osaka, Japan and (2) of an uncapped amount to provide funding to Osaka IR KK, if necessary, for the completion of the construction and full opening of the integrated resort.

MGM Osaka guarantees.

The Company provides for guarantees (1) in the amount of JPY 12.65 billion (approximately $ 81 million as of December 31, 2025) for 50 % of MGM Osaka’s obligations to Osaka under various agreements related to the venture’s development of an integrated resort in Osaka, Japan and (2) of an uncapped amount to provide funding to MGM Osaka, if necessary, for the completion of the construction and full opening of the integrated resort.

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

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such value is immaterial.

Additionally, the Company’s ownership interest in Osaka IR KK, which had a carrying value of $ 274 million as of December 31, 2024, is pledged as collateral for Osaka IR KK’s obligations under its credit agreement.

Osaka IR KK funding commitment.

The Company has commitments to fund Osaka IR KK for its proportionate share of the unfinanced portion of Osaka IR KK’s development project, of which an estimated amount of approximately 271 billion yen (approximately $ 1.7 billion as of December 31, 2024) remains to be funded as of December 31, 2024.

The amount and timing of funding is expected to change as a result of inflation and other factors, which change is subject to ongoing negotiations with contractors and other stakeholders.

During the years ended December 31, 2024 and 2023, the Company funded 25.2 billion yen (approximately $ 157 million) and 10.3 billion yen (approximately $ 69 million), respectively, of the committed amount to Osaka IR KK.

Additionally, the Company’s ownership interest in MGM Osaka, which had a carrying value of $ 434 million as of December 31, 2025, is pledged as collateral for MGM Osaka’s obligations under its credit agreement.

MGM Osaka funding commitment.

The Company has commitments to fund MGM Osaka of JPY 428 billion, of

which an estimated amount of approximately JPY 356.9 billion (approximately $ 2.3 billion as of December 31, 2025) remains to be funded as of December 31, 2025.

During the years ended December 31, 2025, 2024 and 2023, the Company funded JPY 35.3 billion (approximately $ 238 million), JPY 25.2 billion (approximately $ 157 million), and JPY 10.3 billion (approximately $ 69 million) of the committed amount, respectively.

Other guarantees.

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NOTE 13 — STOCKHOLDERS’ EQUITY

Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) attributable to MGM Resorts International were as follows:

Currency Translation Adjustments Cash Flow Hedges Other Total

(In thousands)

Balances, January 1, 2022

$ ( 907 ) $ ( 41,634 ) $ 17,925 $ ( 24,616 )

Other comprehensive income before reclassifications 27,336 30,692 — 58,028

Amounts reclassified to interest expense

— 7,000 — 7,000

Other comprehensive income, net of tax 27,336 37,692 — 65,028

Other changes:

Deconsolidation of MGP — 28,151 ( 17,067 ) 11,084

Other 1,074 — ( 1,794 ) ( 720 )

28,410 65,843 ( 18,861 ) 75,392

Other comprehensive (income) loss attributable to noncontrolling interest 6,932 ( 24,209 ) — ( 17,277 )

Balances, December 31, 2022

34,435 — ( 936 ) 33,499

Other comprehensive income before reclassifications 109,278 — — 109,278

Amounts reclassified to “Other, net”

Other comprehensive income, net of tax 109,278 — 936 110,214

Other comprehensive loss attributable to noncontrolling interest

Balances, December 31, 2023

143,896 — — 143,896

Other comprehensive loss before reclassifications ( 201,594 ) — — ( 201,594 )

Other comprehensive loss, net of tax ( 201,594 ) — — ( 201,594 )

Other comprehensive income attributable to noncontrolling interest ( 3,518 ) — — ( 3,518 )

Balances, December 31, 2024

$ ( 61,216 ) $ — $ — $ ( 61,216 )

Noncontrolling interest

The following is a summary of net income attributable to MGM Resorts International and transfers to noncontrolling interest, which shows the effects of changes in the Company’s ownership interest in a subsidiary on the equity attributable to the Company:

For the Years Ended December 31,

2024 2023 2022

(In thousands)

Net income attributable to MGM Resorts International $ 746,558 $ 1,142,180 $ 1,473,093

Transfers from/(to) noncontrolling interest:

Deconsolidation of MGP — — 11,084

Other — — ( 120 )

Net transfers from noncontrolling interest — — 10,964

Change from net income attributable to MGM Resorts International and transfers to noncontrolling interest

$ 746,558 $ 1,142,180 $ 1,484,057

Deconsolidation of MGP.

On April 29, 2022, the Company completed the VICI Transaction, whereby VICI acquired MGP.

In connection with the transaction, the Company no longer holds a controlling interest in MGP and deconsolidated MGP, including the accumulated other comprehensive loss related to MGP.

Other equity activity

MGM Resorts International stock repurchases.

In February 2020, the Company announced that the Board of Directors authorized a $ 3.0 billion stock repurchase plan, in March 2022, the Company announced that the Board of Directors authorized a $ 2.0 billion stock repurchase plan, in February 2023, the Company announced that the Board of Directors authorized a $ 2.0 billion stock repurchase plan, and, in November 2023, the Company announced that the Board of Directors authorized a $ 2.0 billion stock repurchase plan.

In each of March 2022, February 2023, November 2023, and April 2025, the Company announced that the Board of Directors authorized a $ 2.0 billion stock repurchase plan.

Under these stock repurchase plans, the Company may repurchase shares from time to time in the open market or in privately negotiated agreements.

1 unchanged sentence

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

During the year ended December 31, 2022, the Company repurchased approximately 76 million shares of its common stock for an aggregate amount of $ 2.8 billion, which included the February 2022 repurchase of 4.5 million shares for an aggregate amount of $ 202.5 million from funds managed by Corvex Management LP, a related party.

Repurchased shares were retired.

During the year ended December 31, 2022, the Company completed its February 2020 $ 3.0 billion stock repurchase plan.

During the year ended December 31, 2023, the Company repurchased approximately 54 million shares of its common stock for an aggregate amount of $ 2.3 billion.

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

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

During the year ended December 31, 2025, the Company repurchased approximately 37 million shares of its common stock for an aggregate amount of $ 1.2 billion.

Repurchased shares were retired.

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

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

Subsequent to December 31, 2025, the Company repurchased approximately 2 million shares of its common stock for an aggregate amount of $ 89 million, excluding excise tax.

2 unchanged sentences

MGM Resorts International 2022 Omnibus Incentive Plan.

On May 4, 2022, the MGM Resorts 2022 Omnibus Incentive Plan (“2022 Omnibus Plan”) was approved and replaced and superseded the amended and restated MGM Resorts 2005 Omnibus Incentive Plan.

The Company’s 2022 Omnibus Plan allows it to grant up to approximately 18 million shares or stock-based awards, such as stock options, stock appreciation rights (“SARs”), restricted stock units (“RSUs”),

performance share units (“PSUs”) and other stock-based awards to eligible directors, officers, employees, and consultants of the Company and its subsidiaries.

The MGM Resorts 2022 Omnibus Incentive Plan (“2022 Omnibus Plan”) allows the Company to grant up to approximately 18 million shares or stock-based awards, such as stock options, stock appreciation rights (“SARs”), restricted stock units (“RSUs”), performance share units (“PSUs”) and other stock-based awards to eligible directors, officers, employees, and consultants of the Company and its subsidiaries.

As of December 31, 2025, the Company had an aggregate of approximately 12 million shares of common stock available for grant as stock-based awards under the 2022 Omnibus Plan.

Additionally, as of December 31, 2024, the Company had approximately 6 million aggregate RSUs and PSUs outstanding, including deferred share units and dividend equivalent units related to RSUs and PSUs.

MGM Growth Properties 2016 Omnibus Incentive Plan;

Additionally, as of December 31, 2025, the Company had approximately 6 million aggregate RSUs and PSUs outstanding, including deferred share units.

MGM China Share Option Plan and Restricted Stock Unit Plan.

The Company’s subsidiaries, MGP and MGM China, each adopted their own equity award plans for the issuance of stock-based awards to each subsidiary’s eligible recipients.

Vesting of MGP’s outstanding awards was accelerated as a result of the change of control of MGP related to the VICI Transaction in 2022.

MGM China adopted its own equity award plan for the issuance of stock based awards to eligible recipients.

Stock-based compensation expense.

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Omnibus Plan $ 82,587 $ 73,074 $ 67,375

MGM Growth Properties Omnibus Incentive Plan — — 5,112

MGM China share-based compensation plans

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2025 2024 2023 Imposed

Southern Nevada Culinary and Bartenders Pension Plan 88-6016617 /001

Green Green No $ 61,630 $ 59,172 $ 56,235 No 05/31/2025 (5);

Western Unite Here and Employers Pension Fund (6)

93-4160766 /001

Green Green No $ 63,757 $ 61,630 $ 59,172 No 09/30/2028 (5);

09/30/2029 (5)

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(4) There have been no significant changes that affect the comparability of contributions.

(5) The Company is party to eleven collective bargaining agreements (CBA) that provide for contributions to the Southern Nevada Culinary and Bartenders Pension Plan, which are primarily with the Local Joint Executive Board of Las Vegas, for and on behalf of the Culinary Workers Union

and Bartenders Union.

(5) The Company is party to eleven collective bargaining agreements (CBA) that provide for contributions to the Western Unite Here and Employers Pension Fund, which are primarily with the Local Joint Executive Board of Las Vegas, for and on behalf of the Culinary Workers Union and Bartenders Union.

The agreements between Aria, Bellagio, The Cosmopolitan, Mandalay Bay, and MGM Grand Las Vegas are the most significant because more than two-thirds of the Company’s employee participants in this plan are covered by those five agreements.

(6) Effective January 1, 2024, the Southern Nevada Culinary and Bartenders Pension Plan merged into the Western Unite Here and Employers Pension Fund.

There were no material changes to the terms of the plan.

Multiemployer benefit plans other than pensions .

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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

$ 126,036 $ 81,316 $ ( 370,513 )

Refer to Note 4 for discussion on the sale of the operations of Gold Strike Tunica and of The Mirage.

Refer to Note 4 for discussion on the sale of the operations of Gold Strike Tunica.

Other property transactions, net in 2025 included miscellaneous asset disposals and write-downs as well as write-downs and impairments of $ 93 million related to the Company determining it would no longer seek a commercial gaming license for Empire City, which primarily consists of the impairment of $ 52 million relating to Empire City’s existing gaming license.

Refer to Note 7 for further discussion.

Other property transactions, net in 2024 and 2023 includes miscellaneous asset disposals and write-downs.

NOTE 17 — SEGMENT INFORMATION

The Company’s management views each of its casino properties as an operating segment.

Operating segments are aggregated based on their similar economic characteristics, types of customers, types of services and products provided, the regulatory environments in which they operate and their management and reporting structure.

The Company has aggregated its operating segments into the following reportable segments:

Las Vegas Strip Resorts, Regional Operations, MGM China, and MGM Digital.

During the fourth quarter of 2024, the Company added MGM Digital as a reportable segment to reflect the Company’s strategic focus on interactive gaming.

The corresponding items of segment information for MGM Digital, which were previously included within “Corporate and other”, as applicable, were recast for prior periods.

The Company’s management views the operations of each of its casino properties as an operating segment which are aggregated into the reportable segments of Las Vegas Strip Resorts, Regional Operations, and MGM China and the Company’s operating segments that comprise the Company’s interactive gaming operations are aggregated into the MGM Digital reportable segment based on their similar economic characteristics, types of customers, types of services and products provided, the regulatory environments in which they operate and their management and reporting structure.

Las Vegas Strip Resorts.

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

Aria (including Vdara), Bellagio, 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, 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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MGM China consists of MGM Macau and MGM Cotai.

MGM Digital consists of LeoVegas (upon its acquisition in September 2022) and other consolidated subsidiaries that offer interactive gaming.

MGM Digital consists of LeoVegas and other consolidated subsidiaries that offer interactive gaming.

The Company’s operations related to investments in unconsolidated affiliates, and certain other corporate operations and management services have not been identified as separate reportable segments;

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The CODM uses and monitors budget-to-actual and actual-to-actual results of Segment Adjusted EBITDAR in assessing performance of each segment and deciding where to invest capital.

Segment Adjusted EBITDAR is the Company’s reportable segment GAAP measure, which management utilizes as

the primary profit measure for its reportable segments and underlying operating segments.

Segment Adjusted EBITDAR is a measure defined as earnings before interest and other non-operating income (expense), income taxes, depreciation and amortization, preopening and start-up expenses, property transactions, net, triple net lease rent expense, 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 the Company’s reportable segment GAAP measure, which management utilizes as the primary profit measure for its reportable segments and underlying operating segments.

Segment Adjusted EBITDAR is a measure defined as earnings before interest and other non-operating income (expense), income taxes, depreciation and amortization, preopening and start-up expenses, property transactions, net, triple net lease rent expense, income (loss) from unconsolidated affiliates, 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.

Year Ended December 31,

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$ 17,537,683 $ 17,240,545 $ 16,164,249

Year Ended December 31,

2024 2023 2022

(In thousands)

Las Vegas Strip Resorts

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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

Triple net lease rent expense

( 2,258,405 ) ( 2,258,057 ) ( 2,263,649 )

Loss from unconsolidated affiliates ( 90,653 ) ( 62,104 ) ( 160,213 )

Income (loss) from unconsolidated affiliates 69,982 ( 90,653 ) ( 62,104 )

Operating income

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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 )

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

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

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$ 29,308,321 $ 29,728,446 $ 29,477,009

Net revenue, for which the country was determined based upon the location of the property or online gaming hub, presented by geographic region was as follows:

Net revenue, for which the country was determined based upon the location of the property or online gaming hub, presented by geographic region were as follows:

Year Ended December 31,

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$ 17,537,683 $ 17,240,545 $ 16,164,249

NOTE 18 — RELATED PARTY TRANSACTIONS

Prior to the closing of the VICI Transaction, the Company leased the real estate assets of The Mirage, Luxor, New York-New York, Park MGM, Excalibur, The Park, Gold Strike Tunica, MGM Grand Detroit, Beau Rivage, Borgata, Empire City, MGM National Harbor, MGM Northfield Park, and MGM Springfield pursuant to a master lease with MGP.

The annual cash rent payments under the master lease with MGP for the seventh lease year, which commenced on April 1, 2022, increased to $ 877 million from $ 873 million, due to the sixth 2 % annual base rent escalator that went into effect on April 1, 2022, as the adjusted net revenue to rent ratio on which such escalator was contingent was met, which increased annual cash rent by $ 16 million, partially offset by the percentage rent reset that went into effect on April 1, 2022, calculated based on the percentage of average actual annual net revenue of the leased properties during the preceding five year period, which decreased annual cash rent by $ 12 million.

All intercompany transactions, including transactions under the MGP master lease, have been eliminated in the Company’s consolidation of MGP.

The public ownership of MGP’s Class A shares was recognized as noncontrolling interests in the Company’s consolidated financial statements.

In April 2022, the Company completed the VICI Transaction, which resulted in the deconsolidation of MGP.

Refer to Note 4 for additional information on the VICI Transaction.

As part of the transaction, the Company entered into an amended and restated master lease with VICI.

Refer to Note 11 for further discussion on the master lease with VICI.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data