What changed in this filing

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Item 9A. Controls and Procedures

2026-02-11 compared with 2025-02-18 · 31 added, 58 removed, 211 unchanged (30% of the section changed)

62 unchanged sentences

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

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

3.2 Amended and Restated Bylaws of the Company, effective January 8, 2025 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on January 10, 2025).

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

24 unchanged sentences

Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on May 16, 2019).

Indenture governing the 5.25% senior notes due 2025, dated as of June 18.

2020, between MGM China Holdings Limited and Wilmington Savings Fund Society, FSB, as trustee (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed on June 22, 2020).

Indenture governing the 4.75% senior notes due 2027, dated as of March 31, 2021, between MGM China Holdings Limited and Wilmington Savings Fund Society, FSB, as trustee (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed on March 31, 2021).

5 unchanged sentences

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

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

Amendment Letter to the 2019 Revolving Credit Facility Agreement, dated February 18, 2020, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on May 1, 2020).

Amendment Letter to the 2019 Revolving Credit Facility Agreement, dated April 9, 2020, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on August 3, 2020).

Amendment Letter to the 2019 Revolving Credit Facility, dated June 30, 2023, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on August 2, 2023).

Revolving Credit Facility Agreement, dated May 26, 2020 (the “2020 Revolving Credit Facility”), by and among MGM China Holdings Limited and certain Lenders party thereto (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on May 29, 2020).

Increase Confirmation to 2020 Revolving Credit Facility dated as of June 29, 2020 between the Increase Lender and the Facility Agent (incorporated by reference to Exhibit 10.1(13) of the Company’s Annual Report on Form 10-K filed on February 26, 2021).

Amendment Letter to the 2019 Revolving Credit Facility, dated October 5, 2020, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto (incorporated by reference to Exhibit 10.1(14) of the Company’s Annual Report on Form 10-K filed on February 26, 2021).

Amendment Letter to the 2020 Revolving Credit Facility, dated October 5, 2020, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto (incorporated by reference to Exhibit 10.1(15) of the Company’s Annual Report on Form 10-K filed on February 26, 2021).

Amendment Letter to the 2019 Revolving Credit Facility, dated February 24, 2021, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on May 3, 2021).

Amendment Letter to the 2020 Revolving Credit Facility, dated February 24, 2021, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q filed on May 3, 2021).

Amendment Letter to the 2019 Revolving Credit Facility, dated February 10, 2022, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on May 2, 2022).

Amendment Letter to the 2020 Revolving Credit Facility, dated February 10, 2022, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on May 2, 2022).

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

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

^10.1(18)

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

^10.1(19)

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

^10.1(20)

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

^10.1(21)

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

^10.1(22)

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

Third Amendment to Credit Agreement, dated as of October 3, 2025, by and among the Company, Bank of America, N.A., as administrative agent, and certain lenders party thereto.

Credit Agreement, dated as of October 23, 2025, among the Company, Sumitomo Mitsui Banking Corporation, as administrative agent, and certain lenders party thereto (i ncorporated by refere nce to Exhibit 10.1 of the Co mpany ’ s Current Report on Form 8 -K filed on October 29, 202 5).

First Amendment to Credit Agreement dated as of November 21, 2025, by and among the Company, Sumitomo Mitsui Banking Corporation, as administrative agent, and certain lenders party thereto.

Revolving Credit Facility Agreement, dated April 15, 2025, by and among MGM China Holdings Limited and certain Lenders party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on April 16, 2025).

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

1 unchanged sentence

Core Shareholders, etc.

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

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

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

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

^^10.1(12)

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

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

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

32 unchanged sentences

4 to the Supplemental Executive Retirement Plan II, effective November 1, 2022 (incorporated by reference to Exhibit 10.4(10) of the Company’s Annual Report on Form 10-K filed on February 24, 2023).

*10.4(11) Employment Agreement, effective as of September 1, 2022, by and between the Company and William Hornbuckle (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on August 22, 2022).

Employment Agreement, effective as of May 8, 2025, by and between the Company and William Hornbuckle (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on May 8, 2025).

*10.4(12) Employment Agreement, effective as of September 1, 2022, by and between the Company and Corey Sanders (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on August 22, 2022).

*10.4(13) Employment Agreement, effective as of September 1, 2022, by and between the Company and Jonathan S.

Halkyard (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on August 22, 2022).

Employment Agreement, effective as of October 1, 2025, by and between the Company and Jonathan Halkyard (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on September 19, 2025).

Employment Agreement, effective as of September 1, 2022, by and between the Company and John McManus (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed on August 22, 2022).

*10.4(15) First Amendment to Employment Agreement, dated as of December 6, 2022, by and between the Company and William Hornbuckle (incorporated by reference to Exhibit 10.4(15) of the Company’s Annual Report on Form 10-K filed on February 24, 2023).

Employment Agreement, effective as of October 1, 2025, by and between the Company and Gary Fritz (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on September 19, 2025).

*10.4(16) First Amendment to Employment Agreement, dated as of December 6, 2022, by and between the Company and Corey Sanders (incorporated by reference to Exhibit 10.4(16) of the Company’s Annual Report on Form 10-K filed on February 24, 2023).

*10.4(17) First Amendment to Employment Agreement, dated as of December 6, 2022, by and between the Company and Jonathan Halkyard (incorporated by reference to Exhibit 10.4(17) of the Company’s Annual Report on Form 10-K filed on February 24, 2023).

Amendment and Modification to Employment Agreement, effective as of August 29, 2025, by and between the Company and Corey Sanders (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on September 5, 2025).

*10.4(18) First Amendment to Employment Agreement, dated as of December 6, 2022, by and between the Company and John McManus (incorporated by reference to Exhibit 10.4(18) of the Company’s Annual Report on Form 10-K filed on February 24, 2023).

*10.4(19) Employment agreement, effective as of October 1, 2022, by and between the Company and Gary Fritz (incorporated by reference to Exhibit 10.4(19) of the Company’s Annual Report on Form 10-K filed on February 24, 2023).

Amended and Restated Deferred Compensation Plan for Non-employee Directors, effective as of June 5, 2014 (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on August 11, 2014).

5 unchanged sentences

Form of Performance Share Unit Agreement (Annual Grant) (incorporated by reference to Exhibit 10.5(41) of the Company’s Annual Report on Form 10-K filed on February 27, 2020).

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

Hornbuckle, Sanders & McManus) (incorporated by reference to Exhibit 10.5(42) of the Company’s Annual Report on Form 10-K filed on February 27, 2020).

Form of Restricted Stock Unit Agreement (no Performance Hurdle) (incorporated by reference to Exhibit 10.5(44) of the Company’s Annual Report on Form 10-K filed on February 27, 2020).

1 unchanged sentence

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

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

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

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

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

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

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

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

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

Form of Restricted Stock Unit Agreement (no Performance Hurdle) (for awards granted in September 2024 and thereafter) (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on October 30, 2024).

Form of Relative Performance Share Unit Agreement (Annual Grant) (for awards granted in October 2024 through 2025) incorporated by reference to Exhibit 10.4(32) of the Company’s Annual Report on Form 10-K filed on February 18, 2025).

Form of Performance Share Unit Agreement (Annual Grant) (for awards granted in October 2024 through 2025) incorporated by reference to Exhibit 10.4(33) of the Company’s Annual Report on Form 10-K filed on February 18, 2025).

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

Hornbuckle, Sanders & McManus) (for awards granted in October 2024 through 2025) (incorporated by reference to Exhibit 10.4(34) of the Company’s Annual Report on Form 10-K filed on February 18, 2025.)

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

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

MGM Securities Trading Policy

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

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

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

Hornbuckle, Sanders & McManus) (for awards granted in October 2024 through 2025) (incorporated by reference to Exhibit 10.4(35) of the Company’s Annual Report on Form 10-K filed on February 18, 2025).

Form of Restricted Stock Unit Agreement (Fritz) (incorporated by reference to Exhibit 10.3 of the Company’s Report on Form 8-K filed on September 19, 2025).

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

Hornbuckle, Sanders & McManus) (for awards granted in October 202 5 ) .

Form of Relative Performance Share Unit Agreement (Annual Grant) (for awards granted in October 202 5 ).

MGM Securities Trading Policy (incorporated by reference to Exhibit 19.1 of the Company’s Annual Report on Form 10-K filed on February 18, 2025).

MGM Securities Trading Policy - Policy Supplement for Blackout Insiders .

MGM Securities Trading Policy - Policy Supplement for Pre-Clearance Insiders (incorporated by reference to Exhibit 19.3 of the Company’s Annual Report on Form 10-K filed on February 23, 2024).

21 List of subsidiaries of the Company.

37 unchanged sentences

/s/ Jonathan S.

Chief Financial Officer and Treasurer

Chief Financial Officer

(Principal Financial Officer)

5 unchanged sentences

February 11, 2026

/s/ Mary Chris Jammet

February 18, 2025

Mary Chris Jammet

/s/ Barry Diller

February 11, 2026

/s/ Alexis M.

February 18, 2025

/s/ Joseph M.

3 unchanged sentences

Rose McKinney-James

Signature Title Date

February 11, 2026

Signature Title Date

/s/ Daniel J.

5 unchanged sentences

February 11, 2026

/s/ Donna Langley

February 11, 2026

Donna Langley

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

What changed 10-K

Item 9A. Controls and Procedures