What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-04-29 compared with 2025-10-29 · 84 added, 161 removed, 249 unchanged (50% of the section changed)

4 unchanged sentences

The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for future periods.

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

MGM Resorts International together with its subsidiaries may be referred to as “we,” “us” or “our.”

Updates to Strategic Business Developments

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

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

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

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

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

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

In April 2026, we completed the sale of the operations of MGM Northfield Park for cash consideration of $546 million, subject to certain purchase price adjustments.

Refer to Note 4 in the accompanying consolidated financial statements for discussion of this transaction.

At closing, the master lease between the Company and VICI was amended to remove MGM Northfield Park and to reflect a $53 million reduction in annual cash rent.

Key Performance Indicators

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Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(In thousands)

Net revenues $ 4,454,718 $ 4,277,082

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

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

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

Consolidated net revenues increased 2% for the three months ended September 30, 2025 compared to the prior year quarter due primarily to MGM China increasing 17% and MGM Digital increasing 23%, partially offset by Las Vegas Strip Resorts decreasing 7%, and Regional Operations flat, each as compared to the prior year quarter and as discussed below.

Consolidated operating loss was $113 million for the three months ended September 30, 2025 compared to operating income of $315 million in the prior year quarter.

The decrease was due primarily to $256 million of goodwill impairment related to Empire City, $93 million of write-offs and impairments related to Empire City recorded within property transactions, net, and an increase in gaming taxes incurred primarily at MGM China, partially offset by an increase in net revenues discussed above.

Consolidated net revenues for the nine months ended September 30, 2025 were flat compared to the prior year period due primarily to MGM China increasing 7%, MGM Digital increasing 13%, and Regional Operations increasing 1%, offset by Las Vegas Strip Resorts decreasing 5%, each as compared to the period year period.

Consolidated operating income decreased 44% for the nine months ended September 30, 2025 compared to the prior year period.

The decrease was due primarily to $256 million of goodwill impairment related to Empire City, $93 million of write-offs and impairments related to Empire City recorded within property transactions, net, an increase in gaming taxes incurred primarily at MGM China, and depreciation and amortization expense.

Depreciation and amortization expense increased $117 million compared to the prior year period due primarily to recently completed capital projects.

Operating income 301,242 385,057

Net income 174,792 226,731

Net income attributable to MGM Resorts International 125,136 148,554

Consolidated net revenues for the three months ended March 31, 2026 increased 4% compared to the prior year quarter due primarily to MGM China increasing 9%, MGM Digital increasing 43%, and Regional Operations increasing 2%, while Las Vegas Strip Resorts was flat, each as compared to the prior year quarter.

Consolidated operating income decreased 22% for the three months ended March 31, 2026 compared to the prior year quarter due primarily to an increase in gaming taxes incurred primarily at MGM China, a $46 million increase in self insurance expense due to an increase in reserves, the receipt of $8 million of business interruption insurance proceeds in the current year quarter compared to $49 million in the prior year quarter related to the September 2023 cybersecurity issue, and an increase in payroll related expenses, partially offset by the increase in net revenue, discussed below.

Net Revenues by Segment

The following table presents a detail by segment of net revenues:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Three Months Ended March 31,

(In thousands)

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Las Vegas Strip Resorts

Las Vegas Strip Resorts net revenues decreased 7% for the three months ended September 30, 2025 compared to the prior year quarter due primarily to a decrease in casino revenue, rooms revenue, and food and beverage revenue.

Las Vegas Strip Resorts net revenues decreased 5% for the nine months ended September 30, 2025 compared to the prior year period due primarily to a decrease in rooms revenue and food and beverage revenue.

Las Vegas Strip Resorts casino revenue decreased 5% for the three months ended September 30, 2025 compared to the prior year quarter due primarily to disruption from the room remodel at MGM Grand Las Vegas and a decrease in table games win percentage.

Las Vegas Strip Resorts net revenues increased $4 million for the three months ended March 31, 2026 compared to the prior year quarter due primarily to a $29 million increase in non-gaming revenue driven by an $18 million increase in catering and banquets within food and beverage revenue, partially offset by a $25 million decrease in casino revenue driven by a decrease in table games volume.

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(Dollars in millions)

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Slot win % 9.5 % 9.6 %

Las Vegas Strip Resorts rooms revenue decreased 11% for the three months ended September 30, 2025 compared to the prior year quarter, and decreased 8% for the nine months ended September 30, 2025 compared to the prior year period due primarily to the impact from the room remodel at MGM Grand Las Vegas and a decrease in RevPAR.

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

89 % 94 % 92 % 95 %

Average daily rate (ADR) $ 257 $ 257

Revenue per available room (RevPAR)

$ 210 $ 229 $ 229 $ 242

Las Vegas Strip Resorts food and beverage revenue decreased 5% for the three months ended September 30, 2025 compared to the prior year quarter and decreased 4% for the nine months ended September 30, 2025 compared to the prior year period due primarily to a decrease in restaurant covers.

Regional Operations

Regional Operations net revenues for the three months ended September 30, 2025 were flat compared to the prior year quarter and increased 1% for the nine months ended September 30, 2025 compared to the prior year period due primarily to the increase in casino revenue, discussed below.

Regional Operations casino revenue increased 1% for the nine months ended September 30, 2025 compared to the prior year period due primarily to an increase in slot handle and win.

Regional Operations net revenues increased 2% or $17 million for the three months ended March 31, 2026 compared to the prior year quarter due primarily to a $13 million increase in casino revenue driven by slot drop and table games drop.

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(Dollars in millions)

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Slot win % 10.1 % 9.9 %

MGM China net revenues increased 17% for the three months ended September 30, 2025 compared to the prior year quarter and increased 7% for the nine months ended September 30, 2025 compared to the prior year period due primarily to an increase in casino revenue in the current year periods, discussed below.

MGM China net revenues increased 9% or $95 million for the three months ended March 31, 2026 compared to the prior year quarter due primarily to an $81 million increase in casino revenue driven by main floor table games drop and win percentage.

The following table shows key gaming statistics for MGM China:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(Dollars in millions)

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Main floor table games win % 27.1 % 25.2 %

MGM China casino revenues increased 18% for the three months ended September 30, 2025 compared to the prior year quarter and increased 8% for the nine months ended September 30, 2025 compared to the prior year period due primarily to an increase in main floor table games drop compared to the prior year period.

MGM Digital’s revenue increased 23% for the three months ended September 30, 2025 compared to the prior year quarter and increased 13% for the nine months ended September 30, 2025 compared to the prior year period due primarily to organic growth and brand expansion.

MGM Digital’s net revenues increased 43% or $55 million for the three months ended March 31, 2026 compared to the prior year quarter due primarily to growth within LeoVegas’ business to consumer offerings.

Corporate and other

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Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(In thousands)

7 unchanged sentences

$ 580,164 $ 637,054

(1) Includes triple net lease rent expense of $565 million and $564 million for the three month periods ended September 30, 2025 and 2024, respectively and $1.7 billion for each of the nine month periods ended September 30, 2025 and 2024.

(1) Includes triple net lease rent expense of $565 million and $564 million for the three month periods ended March 31, 2026 and 2025, respectively.

Las Vegas Strip Resorts .

Las Vegas Strip Resorts Segment Adjusted EBITDAR decreased 18% for the three months ended September 30, 2025 compared to the prior year quarter.

Las Vegas Strip Resorts Segment Adjusted EBITDAR margin was 30.3% for the

three months ended September 30, 2025, compared to 34.3% in the prior year quarter due primarily to the decrease in net revenues, as discussed above.

Las Vegas Strip Resorts Segment Adjusted EBITDAR decreased 9% for the nine months ended September 30, 2025 compared to the prior year period.

Las Vegas Strip Resorts Segment Adjusted EBITDAR margin was 33.8% for the nine months ended September 30, 2025, compared to 35.5% in the prior year period due primarily to the decrease in net revenues, as discussed above.

Las Vegas Strip Resorts Segment Adjusted EBITDAR decreased 8% for the three months ended March 31, 2026 compared to the prior year quarter.

Las Vegas Strip Resorts Segment Adjusted EBITDAR margin was 34.4% for the three months ended March 31, 2026, compared to 37.3% in the prior year quarter due primarily to the receipt of $6 million of business interruption insurance proceeds related to the September 2023 cybersecurity issue in the current year quarter as compared to $36 million in the prior year quarter and an increase in self insurance expense of $37 million due to an increase in reserves.

Regional Operations

Regional Operations Segment Adjusted EBITDAR decreased 1% for the three months ended September 30, 2025, compared to the prior year quarter.

Regional Operations Segment Adjusted EBITDAR margin was 30.9% for the three months ended September 30, 2025 compared to 31.5% in the prior year quarter due primarily to the increase in payroll related expenses and other miscellaneous expenses.

Regional Operations Segment Adjusted EBITDAR increased 2% for the nine months ended September 30, 2025, compared to the prior year period.

Regional Operations Segment Adjusted EBITDAR margin was 31.3% for the nine months ended September 30, 2025, compared to 30.9% in the prior year period due primarily to an increase in casino revenues, as discussed above.

MGM China Segment Adjusted EBITDAR increased 20% for the three months ended September 30, 2025 compared to the prior year quarter.

MGM China Segment Adjusted EBITDAR margin was 26.1% for the three months ended September 30, 2025 compared to 25.5% in the prior year quarter due primarily to an increase in casino revenues, as discussed above.

MGM China Segment Adjusted EBITDAR increased 5% for the nine months ended September 30, 2025, compared to the prior year period.

MGM China Segment Adjusted EBITDAR margin was 27.0% for the nine months ended September 30, 2025, compared to 27.7% in the prior year period due primarily to a decrease resulting from lower margins in non-gaming operations.

MGM Digital Segment Adjusted EBITDAR loss was $23 million for the three months ended September 30, 2025 compared to a loss of $23 million the prior year quarter.

MGM Digital Segment Adjusted EBITDAR loss was $83 million for the nine months ended September 30, 2025 compared to a loss of $56 million the prior year period.

The change was due primarily to an increase in payroll related costs.

Regional Operations Segment Adjusted EBITDAR decreased 7% for the three months ended March 31, 2026, compared to the prior year quarter.

Regional Operations Segment Adjusted EBITDAR margin was 28.3% for the three months ended March 31, 2026, compared to 31.0% in the prior year quarter due primarily to an increase in payroll related expenses, the receipt of $2 million of business interruption insurance proceeds related to the September 2023 cybersecurity issue in the current year quarter as compared to $12 million in the prior year quarter, and an increase in self insurance expense of $9 million due to an increase in reserves, partially offset by the increase in net revenues discussed above.

MGM China Segment Adjusted EBITDAR decreased 4% for the three months ended March 31, 2026, compared to the prior year quarter.

MGM China Segment Adjusted EBITDAR margin was 24.4% for the three months ended March 31, 2026, compared to 27.8% in the prior year quarter due primarily to an increase in the intercompany branding license fee expense of $23 million primarily as a result of a new intercompany long term branding agreement, and an increase in payroll related expenses, partially offset by the increase in net revenues.

MGM Digital Segment Adjusted EBITDAR loss was $26 million for the three months ended March 31, 2026 compared to a loss of $34 million in the prior year quarter.

The change was due primarily to an increase in revenue, as discussed above partially offset by an increase in marketing expenses and gaming taxes.

Income (loss) from Unconsolidated Affiliates

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Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(In thousands)

4 unchanged sentences

Interest expense

Gross interest expense was $103 million and $112 million for the three months ended September 30, 2025 and 2024, and $317 million and $336 million for the nine months ended September 30, 2025 and 2024, respectively.

The decrease for the three and nine months ended September 30, 2025 is due primarily to a decrease in weighted average outstanding debt.

Gross interest expense was $101 million and $108 million for the three months ended March 31, 2026 and 2025, respectively.

See Note 5 to the accompanying consolidated financial statements for discussion on long-term debt and see “Liquidity and Capital Resources” for discussion on issuances and repayments of long-term debt.

Other, net was expense of $10 million and income of $93 million for the three months ended September 30, 2025 and 2024, respectively.

Other expense, net for the three months ended September 30, 2025 was primarily comprised of a net loss related to derivatives of $41 million, partially offset by a foreign currency transaction gain of $23 million primarily related to USD denominated debt held by a foreign subsidiary.

Other income, net for the three months ended September 30, 2024 was primarily comprised of a net gain related to derivatives of $87 million, a gain related to debt and equity investments of $55 million, interest and dividend income of $18 million, partially offset by foreign currency transaction loss of $65 million.

Other, net was expense of $183 million and income of $45 million for the nine months ended September 30, 2025 and 2024, respectively.

Other expense, net for the nine months ended September 30, 2025 was primarily comprised of a foreign currency transaction loss of $285 million, partially offset by interest and dividend income of $37 million, a net gain related to debt and equity investments of $35 million, and a net gain related to derivatives of $34 million.

Other income, net for the nine months ended September 30, 2024 was primarily comprised of a interest and dividend income of $62 million and a gain related to debt and equity investments of $11 million, partially offset by a foreign currency transaction loss of $28 million and a net loss related to derivatives of $13 million.

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

Other, net was income of $4 million and expense of $11 million for the three months ended March 31, 2026 and 2025, respectively.

Other income, net for the three months ended March 31, 2026 was primarily comprised of a foreign currency transaction gain of $25 million and interest and dividend income of $10 million, partially offset by a net loss related to debt and equity investments of $12 million and a net loss related to derivatives of $19 million.

Other expense, net for the three months ended March 31, 2025 was primarily comprised of a foreign currency transaction loss of $101 million primarily related to USD denominated debt held by a foreign subsidiary, partially offset by a net gain related to derivatives of $40 million, a gain related to debt and equity investments of $35 million, and interest and dividend income of $15 million.

Our effective income tax rate was 13.6% and 15.0% for the three months ended March 31, 2026 and March 31, 2025, respectively.

The effective tax rate for each of the periods was favorably impacted primarily by the mix of U.S.

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

The effective tax rate for the three and nine months ended September 30, 2025 was unfavorably impacted by the non-tax deductible Empire City goodwill impairment recorded during the current quarter.

The effective rate for the nine months ended September 30, 2024 was also favorably impacted by a decrease in the valuation allowance for Macau deferred tax assets.

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

Reportable Segment GAAP measure

“Segment Adjusted EBITDAR” is our reportable segment GAAP measure, which we utilize as the primary profit measure for our reportable segments and underlying operating segments.

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

Segment Adjusted EBITDAR is a measure defined as earnings before interest and other non-operating income (expense), income taxes, depreciation and amortization,

preopening and start-up expenses, property transactions, net, triple net lease rent expense, income (loss) from unconsolidated affiliates, 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.

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Non-GAAP measures

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

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

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Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(In thousands)

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

Net income attributable to MGM Resorts International $ 125,136 $ 148,554

Net income attributable to noncontrolling interests 49,656 78,177

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

Provision (benefit) for income taxes (12,858) 52,570 42,857 84,689

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

Net income 174,792 226,731

Provision for income taxes 27,457 40,053

Income before income taxes 202,249 266,784

Non-operating (income) expense:

3 unchanged sentences

98,993 118,273

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

Operating income 301,242 385,057

Preopening and start-up expenses 977 85

Property transactions, net 14,220 15,468

Goodwill impairment 256,133 — 256,133 —

Depreciation and amortization 263,725 236,444

1 unchanged sentence

Guarantor Financial Information

As of September 30, 2025, all of our registered principal debt arrangements are guaranteed by each of our wholly owned material domestic subsidiaries that guarantee our senior credit facility.

Our registered principal debt arrangements and our senior credit facility are not guaranteed by MGM Grand Detroit, LLC, MGM National Harbor, LLC, Blue Tarp reDevelopment, LLC (d/b/a MGM Springfield), MGM Sports & Interactive Gaming, LLC (the entity that holds our 50%

interest in BetMGM North America Venture), MGM CEE Holdco, LLC (the entity that holds our consolidated digital gaming subsidiaries, including LeoVegas), and each of their respective subsidiaries.

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

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

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

As of March 31, 2026, all of our registered principal debt arrangements are guaranteed by each of our wholly owned material domestic subsidiaries that guarantee our senior credit facilities.

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

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

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

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

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

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The summarized financial information of us and our guarantor subsidiaries, on a combined basis, is presented below.

September 30,

2026 December 31,

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Other long-term liabilities 28,588,710 28,641,498

Nine Months Ended

September 30, 2025

Three Months Ended

March 31, 2026

Income Statement (In thousands)

9 unchanged sentences

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

Cash provided by operating activities was $1.9 billion in the nine months ended September 30, 2025 compared to $1.7 billion in the prior year period.

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

Cash provided by operating activities was $568 million in the three months ended March 31, 2026 compared to $547 million in the prior year period.

The increase from the prior year period was due primarily to the change in cash refunded for income taxes, partially offset by a decrease in Segment Adjusted EBITDAR at our Las Vegas Strip Resorts discussed within the Results of Operations section above.

Investing activities.

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

Capital expenditures related to regular investments in our

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

Cash used in investing activities was $940 million in the nine months ended September 30, 2025 compared to $879 million in the prior year period.

In the nine months ended September 30, 2025, we made payments of $772 million in capital expenditures, as further discussed below, contributed $208 million to unconsolidated affiliates, and received $71 million in distributions from unconsolidated affiliates.

In comparison, in the prior year period we made payments of $747 million in capital expenditures, as further discussed below, contributed $182 million to unconsolidated affiliates, paid $114 million related to acquisitions, net of cash acquired, and received $224 million in net short-term investments in debt securities.

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

Cash used in investing activities was $373 million in the three months ended March 31, 2026 compared to $227 million in the prior year period.

In the three months ended March 31, 2026, we made payments of $155 million in capital expenditures, as further discussed below, and contributed $138 million to unconsolidated affiliates.

In comparison, in the prior year period we made payments of $228 million in capital expenditures, as further discussed below.

Capital Expenditures

We made capital expenditures of $772 million in the nine months ended September 30, 2025, of which $158 million related to MGM China and is inclusive of capital expenditures relating to the gaming concession investment.

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

We made capital expenditures of $747 million in the nine months ended September 30, 2024, of which $98 million related to MGM China and is inclusive of capital expenditures related to the gaming concession investment.

Capital expenditures primarily related to information technology and room remodels.

We made capital expenditures of $155 million in the three months ended March 31, 2026, of which $42 million related to MGM China and is inclusive of capital expenditures relating to the gaming concession investment.

Capital expenditures primarily related to room remodels and information technology.

We made capital expenditures of $228 million in the three months ended March 31, 2025, of which $60 million related to MGM China and is inclusive of capital expenditures related to the gaming concession investment.

Capital expenditures primarily related to room remodels and information technology.

Financing activities.

Cash used in financing activities was $1.2 billion in the nine months ended September 30, 2025 compared to $774 million in the prior year period.

In the nine months ended September 30, 2025, we had net repayments of debt of $210 million, as further discussed below, paid $717 million for repurchases of our common stock, and distributed $159 million to noncontrolling interest owners.

In comparison, in the prior year period, we had net borrowings of debt of $581 million, as further discussed below, paid $1.2 billion for repurchases of our common stock, and distributed $104 million to noncontrolling interest owners.

Cash provided by financing activities was $40 million in the three months ended March 31, 2026 compared to cash used in financing activities of $470 million in the prior year period.

In the three months ended March 31, 2026, we had net borrowings of debt of $178 million, as further discussed below, and paid $89 million for repurchases of our common stock.

In comparison, in the prior year period, we had net borrowings of debt of $50 million, as further discussed below, paid $489 million for repurchases of our common stock, and distributed $12 million to noncontrolling interest owners.

Borrowings and Repayments of Long-term Debt

During the nine months ended September 30, 2025, we had net repayments of debt of $210 million, which primarily consisted of the repayment of MGM China’s $500 million of aggregate principal amount of 5.25% notes due 2025 upon maturity, partially offset by net borrowings of $290 million on MGM China’s revolving credit facility.

During the nine months ended September 30, 2024, we had net borrowings of debt of $581 million, which primarily consisted of our issuance of $850 million of aggregate principal amount of 6.125% notes due 2029, our issuance of $750 million of aggregate principal amount of 6.5% notes due 2032, and the issuance of MGM China’s $500 million of aggregate principal amount of 7.125% notes due 2031, partially offset by the repayment of $750 million of aggregate principal amount of our 6.75% notes due 2025, the repayment of MGM China’s $750 million of aggregate principal amount of 5.375% notes due 2024 upon maturity, and net repayments of $19 million on MGM China’s first revolving credit facility.

The net proceeds from the issuance of the $850 million 6.125% notes due 2029 were used to fund the early redemption of our $675 million in aggregate principal amount of 5.75% notes due 2025 at a redemption price of 100.607% in October 2024, with the remainder primarily used for general corporate purposes.

The net proceeds from the issuance of the $750 million 6.5% notes due 2032 were used to fund the early redemption of our $750 million in aggregate principal amount of 6.75% notes due 2025 in May 2024.

The repayment of MGM China’s $750 million 5.375% notes due 2024 was funded with draws on its first revolving credit facility, which were partially repaid with the proceeds from the issuance of its $500 million 7.125% notes due 2031.

Share Repurchases and Distributions to Noncontrolling Interest Owners

During the nine months ended September 30, 2025, we paid $717 million relating to repurchases of our common stock pursuant to our stock repurchase plans.

During the three months ended March 31, 2026, we had net borrowings of debt of $178 million on MGM China’s revolving credit facility.

During the three months ended March 31, 2025, we had net borrowings of debt of $50 million on MGM China’s first revolving credit facility.

Share Repurchases

During the three months ended March 31, 2026, we paid $89 million relating to repurchases of our common stock pursuant to our stock repurchase plans.

See Note 10 for further information on the stock repurchases.

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

During the nine months ended September 30, 2024, we paid $1.2 billion relating to repurchases of our common stock pursuant to our stock repurchase plans.

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

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

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

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

A final dividend for 2023 of $118 million was declared in March 2024, approved by the shareholders in May 2024, and paid in June 2024, of which we received approximately $66 million and noncontrolling interests received approximately $52 million.

The remaining availability under the April 2025 $2.0 billion stock repurchase plan was $1.5 billion as of March 31, 2026.

During the three months ended March 31, 2025, we paid $489 million relating to repurchases of our common stock pursuant to our stock repurchase plans.

Other Factors Affecting Liquidity and Anticipated Uses of Cash

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We have significant outstanding debt, interest payments, rent payments, and contractual obligations in addition to planned capital expenditures and commitments.

As of September 30, 2025, we had cash and cash equivalents of $2.1 billion, of which MGM China held $635 million, and we had $6.2 billion in principal amount of indebtedness, including $2.8 billion related to MGM China.

No amounts were drawn on our revolving credit facility and, as of September 30, 2025, there was $771 million outstanding under MGM China’s revolving credit facility.

In October 2025, BetMGM North America Venture announced its expectation to distribute at least $200 million of cash in the fourth quarter of 2025 and to distribute cash on a quarterly basis thereafter, of which we would expect to receive our 50% share.

Our expected cash interest payments over the next twelve months, based on principal amounts of debt outstanding, contractual maturity da tes, and interest rates, each as of September 30, 2025, are approximately $190 million to $210 million, excluding MGM China, and approximately $370 million to $390 million on a consolidated basis, which includes MGM China.

We are also required, as of September 30, 2025, to make annual cash rent payments of $1.8 billion to our landlords over the next twelve months under triple net lease agreements, which triple net leases are also subject to annual escalators and also require us to pay substantially all costs associated with the lease, including real estate taxes, ground lease payments, insurance, utilities and routine maintenance (with each lease obligating us to spend a specified percentage of net revenues at the properties on capital expenditures), in addition to the annual cash rent.

Refer to Note 1 for discussion of the pending MGM Northfield Park transaction.

As of March 31, 2026, we had cash and cash equivalents of $2.3 billion, of which MGM China held $918 million, and we had $6.4 billion in principal amount of indebtedness, including $2.7 billion related to MGM China.

No amounts were drawn on our revolving credit facility and, as of March 31, 2026, there was $663 million outstanding under MGM China’s revolving credit facility.

Our expected cash interest payments over the next twelve months, based on principal amounts of debt outstanding, contractual maturity da tes, and interest rates, each as of March 31, 2026, are approximately $190 million to $210 million, excluding MGM China, and approximately $325 million to $345 million on a consolidated basis, which includes MGM China.

We are also required, as of March 31, 2026, to make annual contractual cash rent payments of $1.8 billion to our landlords over the next twelve months under triple net lease agreements, which triple net leases are also subject to annual escalators and also require us to pay substantially all costs associated with the lease, including real estate taxes, ground lease payments, insurance, utilities and routine maintenance (with each lease obligating us to spend a specified percentage of net revenues at the properties on capital expenditures), in addition to the annual cash rent.

Refer to Note 4 for discussion of the MGM Northfield Park transaction, which, in connection with the closing of the transaction in April 2026, the master lease between us and VICI was amended to remove MGM Northfield Park and to reflect a $53 million reduction in annual cash rent.

We have planned capital expen ditures expected over the remainder of 2026 of approximately $780 million to $880 million on a consolidated basis, of which $130 million to $180 million relates to MGM China and is inclusive of the estimated amount of the gaming concession investment that relates to capital projects.

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

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

We expect to fund the estimated

remaining amount of approximately JPY361 billion (approximately $2.4 billion as of September 30, 2025 ) over the next three years depending upon project progress.

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

Additionally, we have cash commitments to fund MGM Osaka relating to the development of an integrated resort in Osaka, Japan of JPY428 billion, which represents our expected approximate 43.5% equity share (our ownership percentage of MGM Osaka decreased from 50% as of March 31, 2026 to approximately 39% subsequent to minority interest equity funding in April 2026 and is expected to fluctuate over the equity funding period, with us holding an approximate 43.5% ownership interest upon completion of such fundings).

We expect to fund the estimated remaining amount of approximately JPY335.9 billion (approximately $2.1 billion as of March 31, 2026 ) on a quarterly basis through 2028, of which a portion we expect to fund with the proceeds from the senior secured yen credit facility.

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

Refer to Note 8 to the accompanying consolidated financial statements for further discussion regarding our commitments and guarantees.

In October 2025, we entered into a JPY45.2 billion term loan A facility with an option to increase the amount of the credit facility up to JPY67.8 billion, as further discussed in Note 5, which we expect to use to support the funding of our cash commitments to MGM Osaka.

MGM China recommended a final dividend for 2025 in March 2026, subject to shareholders’ approval.

If approved, MGM China would pay an estimated approximate $171 million in June 2026, of which we would receive an estimated approximate $96 million.

Critical Accounting Policies and Estimates

A complete discussion of our critical accounting policies and estimates is included in our Form 10-K for the fiscal year ended December 31, 2025.

There have been no significant changes in our critical accounting policies and estimates since year end, except as discussed below.

Impairment of Long-lived Assets, Goodwill, and Indefinite-lived Intangible Assets

As previously disclosed within our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, the value of our Empire City reporting unit has been dependent upon us obtaining a commercial gaming license and the timing thereof, as well as other assumptions related to constructing and operating a commercial gaming facility.

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

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

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

See Note 4 to the accompanying consolidated financial statements for further discussion of goodwill and other intangible assets.

There have been no significant changes in our critical accounting policies and estimates since year end.

There have been no material changes in our market risk from the quantitative and qualitative disclosures about market risk included in our Form 10-K for the fiscal year ended December 31, 2025, other than those below.

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This effect would be realized in the periods subsequent to the periods when the debt matures.

As of September 30, 2025, variable rate borrowings represented approximately 12% of our total borrowings.

As of March 31, 2026, variable rate borrowings represented approximately 16% of our total borrowings.

The following table provides additional information about our gross long-term debt subject to changes in interest rates :

Debt maturing in Fair Value September 30, 2025

Debt maturing in Fair Value March 31, 2026

2026 2027 2028 2029 2030 Thereafter Total

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

• water scarcity could negatively impact our operations;

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

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

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

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis