What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-07-29 compared with 2026-04-29 · 126 added, 63 removed, 270 unchanged (41% of the section changed)

25 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(In thousands)

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

Revenue $ 4,450,993 $ 4,404,870 $ 8,905,711 $ 8,681,952

Operating income 503,636 404,565 804,878 789,622

1 unchanged sentence

Net income attributable to MGM Resorts International 292,433 48,951 417,569 197,505

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 March 31,

Revenue for the three months ended June 30, 2026 increased 1% compared to the prior year quarter due primarily to revenue from Las Vegas Strip Resorts increasing 3% and MGM Digital increasing 20%, partially offset by revenue from Regional Operations decreasing 4% and MGM China decreasing 1%, each as compared to the prior year quarter.

Operating income increased 24% for the three months ended June 30, 2026 compared to the prior year quarter due primarily to a $287 million gain in “Property transactions, net” for the current quarter, of which $255 million related to the gain on sale of the operations of MGM Northfield Park, partially offset by a goodwill impairment charge of $111 million.

Revenue for the six months ended June 30, 2026 increased 3% compared to the prior year period due primarily to revenue from MGM Digital increasing 30%, MGM China increasing 4%, and Las Vegas Strip Resorts increasing 1%, partially offset by revenue from Regional Operations decreasing 1%, each as compared to the prior year period.

Operating income increased 2% for the six months ended June 30, 2026 compared to the prior year period due primarily to a $272 million gain in “Property transactions, net” for the current year period, of which $255 million related to the gain on sale of the operations of MGM Northfield Park, and the increase in revenue, discussed above, partially offset by a goodwill impairment charge of $111 million, as well as due to the receipt of $56 million of business interruption insurance proceeds related to the September 2023 cybersecurity issue in the prior year period compared to $8 million in the current year period.

Revenue by Segment

The following table presents segment revenue:

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(In thousands)

18 unchanged sentences

Casino 196,308 163,861 379,049 291,919

Reportable segment net revenues 4,403,116 4,232,069

Reportable segment revenue 4,391,332 4,353,258 8,794,448 8,585,327

Corporate and other 59,661 51,612 111,263 96,625

1 unchanged sentence

Las Vegas Strip Resorts

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.

Las Vegas Strip Resorts revenues increased 3% or $55 million for the three months ended June 30, 2026 compared to the prior year quarter and increased 1% or $60 million for the six months ended June 30, 2026 compared to the prior year period due primarily to casino revenue, which benefited from a higher table games win percentage, and food and beverage revenue, driven by an increase from catering and banquets, partially offset by a decrease in hotel revenue due to lower ADR as well as a decrease in entertainment revenue from our venues.

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

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(Dollars in millions)

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Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

93 % 93 % 93 % 94 %

Average daily rate (ADR) $ 242 $ 252 $ 249 $ 254

Revenue per available room (RevPAR)

$ 224 $ 235 $ 231 $ 239

Regional Operations

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.

Regional Operations revenues decreased 4% or $41 million for the three months ended June 30, 2026 compared to the prior year quarter due primarily to the sale of the operations of MGM Northfield Park, partially offset by an increase in same-store casino revenue primarily driven by slot handle.

Regional Operations revenues decreased 1% or $23 million for the six months ended June 30, 2026 compared to the prior year period due primarily to the sale of the operations of MGM Northfield Park, partially offset by an increase in same-store casino revenue primarily driven by slot handle and table game drop.

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

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(Dollars in millions)

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Slot win % 10.0 % 10.1 % 10.0 % 10.0 %

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.

MGM China revenues decreased 1% or $9 million for the three months ended June 30, 2026 compared to the prior year quarter due primarily to a $21 million decrease in casino revenue primarily due to a decline in table games volume, partially offset by the increase in main floor table games win percentage.

MGM China revenues increased 4% or $85 million for the six months ended June 30, 2026 compared to the prior year period due primarily to a $60 million increase in casino revenue driven primarily by main floor table games win percentage.

The following table shows key gaming statistics for MGM China:

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(Dollars in millions)

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Main floor table games win % 27.2 % 25.0 % 27.2 % 25.1 %

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.

MGM Digital’s revenue increased 20% or $32 million for the three months ended June 30, 2026 compared to the prior year quarter and increased 30% or $87 million for the six months ended June 30, 2026 compared to the prior year period due primarily to growth within the digital business to consumer offerings.

Corporate and other

6 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(In thousands)

7 unchanged sentences

$ 610,387 $ 647,514 $ 1,190,551 $ 1,284,568

(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.

(1) Includes triple net lease rent expense of $552 million and $564 million for the three months ended June 30, 2026 and 2025, respectively, and $1.1 billion for each of the six months ended June 30, 2026 and 2025.

Las Vegas Strip Resorts

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.

Las Vegas Strip Resorts Segment Adjusted EBITDAR increased 3% for the three months ended June 30, 2026 compared to the prior year quarter.

Las Vegas Strip Resorts Segment Adjusted EBITDAR margin was 33.9% for the three months ended June 30, 2026, compared to 33.6% in the prior year quarter due primarily to the increase in casino revenue.

Las Vegas Strip Resorts Segment Adjusted EBITDAR decreased 2% for the six months ended June 30, 2026 compared to the prior year period.

Las Vegas Strip Resorts Segment Adjusted EBITDAR margin was 34.1% for the six months ended June 30, 2026, compared to 35.5% in the prior year period due primarily to the receipt of $6 million of business interruption insurance proceeds related to the September 2023 cybersecurity issue in the current year period as compared to $42 million in the prior year period and an increase in self insurance expense of $40 million due to an increase in reserves, partially offset by the increase in revenues, discussed above.

Regional Operations

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.

Regional Operations Segment Adjusted EBITDAR decreased 9% for the three months ended June 30, 2026, compared to the prior year quarter.

Regional Operations Segment Adjusted EBITDAR margin was 30.3% for the three months ended June 30, 2026, compared to 32.0% in the prior year quarter due primarily to the disposition of MGM Northfield Park.

Regional Operations Segment Adjusted EBITDAR decreased 8% for the six months ended June 30, 2026, compared to the prior year period.

Regional Operations Segment Adjusted EBITDAR margin was 29.3% for the six months ended June 30, 2026, compared to 31.5% in the prior year period due primarily to the disposition of MGM Northfield Park, the receipt of $2 million of business interruption insurance proceeds related to the September 2023 cybersecurity issue in the current year period as compared to $14 million in the prior year period, and an increase in self insurance expense of $11 million due to an increase in reserves.

MGM China Segment Adjusted EBITDAR decreased 15% for the three months ended June 30, 2026, compared to the prior year quarter.

MGM China Segment Adjusted EBITDAR margin was 23.3% for the three months ended June 30, 2026, compared to 27.1% in the prior year quarter due primarily to the increase in the intercompany branding license fee expense of $21 million primarily as a result of a new intercompany long term branding agreement, an increase in payroll related expenses, and the decrease in casino revenue, as discussed above.

MGM China Segment Adjusted EBITDAR decreased 10% for the six months ended June 30, 2026, compared to the prior year period.

MGM China Segment Adjusted EBITDAR margin was 23.9% for the six months ended June 30, 2026, compared to 27.5% in the prior year period due primarily to the increase in the intercompany branding license fee expense of $44 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 casino revenue, as discussed above.

MGM Digital Segment Adjusted EBITDAR loss was $31 million for the three months ended June 30, 2026 compared to a loss of $26 million in the prior year quarter.

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

MGM Digital Segment Adjusted EBITDAR loss was $56 million for the six months ended June 30, 2026 compared to a loss of $60 million in the prior year period.

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

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

Supplemental Information - Same-store Results of Operations

The following table presents the financial results of Regional Operations on a same-store basis for the three and six months ended June 30, 2026 and 2025.

Same-Store Segment Adjusted EBITDAR is a non-GAAP measure, discussed within “Non-GAAP measures” below.

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(In thousands)

Regional Operations revenue $ 924,098 $ 964,612 $ 1,842,008 $ 1,865,031

Dispositions (1)

(20,518) (85,464) (104,468) (164,005)

Regional Operations same-store revenue $ 903,580 $ 879,148 $ 1,737,540 $ 1,701,026

Regional Operations Segment Adjusted EBITDAR $ 280,216 $ 308,656 $ 539,653 $ 587,698

Dispositions (1)

(9,441) (37,909) (44,464) (71,166)

Regional Operations Same-Store Segment Adjusted EBITDAR $ 270,775 $ 270,747 $ 495,189 $ 516,532

(1) Reflects the revenue and Segment Adjusted EBITDAR of MGM Northfield Park, as applicable, for the period prior to its disposition.

Income from Unconsolidated Affiliates

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

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(In thousands)

BetMGM North America Venture $ 23,097 $ 21,770 $ 30,457 $ 6,569

3 unchanged sentences

Interest expense

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

Gross interest expense was $102 million and $106 million for the three months ended June 30, 2026 and 2025, respectively, and was $203 million and $214 million for the six months ended June 30, 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 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.

Other, net was income of $9 million and expense of $161 million for the three months ended June 30, 2026 and 2025, respectively.

Other income, net for the three months ended June 30, 2026 was primarily comprised of a foreign currency transaction gain of $30 million primarily related to USD denominated debt held by a foreign subsidiary, partially offset by a net loss related to derivatives of $27 million.

Other expense, net for the three months ended June 30, 2025 was primarily comprised of a foreign currency transaction loss of $208 million primarily related to USD denominated debt held by a foreign subsidiary, partially offset by a net gain related to derivatives of $34 million.

Other, net was income of $14 million and expense of $172 million for the six months ended June 30, 2026 and 2025, respectively.

Other income, net for the six months ended June 30, 2026 was primarily comprised of a foreign currency transaction gain of $55 million primarily related to USD denominated debt held by a foreign subsidiary and interest and dividend income of $25 million, partially offset by a net loss related to derivatives of $46 million and a net loss related to debt and equity investments of $20 million.

Other expense, net for the six months ended June 30, 2025 was primarily comprised of a foreign currency transaction loss of $308 million primarily related to USD denominated debt held by a foreign subsidiary, partially offset by a net gain related to derivatives of $75 million, a gain related to debt and equity investments of $38 million, and interest and dividend income of $25 million.

Our effective income tax rate was 21.9% and 19.2% for the three and six months ended June 30, 2026, respectively, compared to 11.7% and 13.9% for the three and six months ended June 30, 2025, respectively.

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

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

In the current year periods, this benefit was partially offset by the non-tax deductible goodwill impairment.

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, 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 from unconsolidated affiliates, goodwill impairment, and also excludes corporate expense and stock compensation expense, which are not allocated to each operating segment.

Triple net lease rent expense is the expense for rent to landlords under triple net operating leases for its domestic properties, the ground subleases of Beau Rivage and MGM National Harbor, and the land concessions at MGM China.

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

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

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, and property transactions, net.

“Same-Store Segment Adjusted EBITDAR” is Segment Adjusted EBITDAR further adjusted to exclude the Segment Adjusted EBITDAR of disposed operating segments from the beginning of the reporting period through the date of disposition.

Accordingly, for Regional Operations, we have excluded the Segment Adjusted EBITDAR of MGM Northfield Park for the periods prior to its disposition on April 21, 2026, as applicable.

Same-Store Segment Adjusted EBITDAR is a non-GAAP measure and is presented solely as a supplemental disclosure to reported GAAP measures because management believes this measure is useful in providing meaningful period-to-period comparisons of the results of our operations for operating segments that were consolidated for the full period presented to assist users of the financial statements in reviewing operating performance over time.

Same-Store Segment Adjusted EBITDAR should not be viewed as a measure of overall operating performance, considered in isolation, or as an alternative to our reportable segment GAAP measure or net income, or as an alternative to any other measure determined in accordance with generally accepted accounting principles, because this measure is not presented on a GAAP basis, and is provided for the limited purposes discussed herein.

In addition, Same-Store Segment Adjusted EBITDAR may not be defined in the same manner by all companies and, as a result, may not be comparable to similarly titled non-GAAP financial measures of other companies, and such differences may be material.

A reconciliation of our reportable segment Segment Adjusted EBITDAR GAAP measure to Same-Store Segment Adjusted EBITDAR is included herein.

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.

4 unchanged sentences

However, Consolidated Adjusted EBITDA has limitations as an analytical tool, and should not be construed as an alternative or substitute to any measure determined in accordance with generally accepted accounting principles.

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

For example, we have significant uses of cash flows, including capital expenditures, interest

payments, income taxes, and debt principal repayments, which are not reflected in Consolidated Adjusted EBITDA.

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

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(In thousands)

12 unchanged sentences

Property transactions, net (286,695) 125 (272,475) 15,593

Goodwill impairment 111,019 — 111,019 —

Depreciation and amortization 282,315 241,975 546,040 478,419

1 unchanged sentence

Guarantor Financial Information

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.

As of June 30, 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.

13 unchanged sentences

Other long-term liabilities 27,427,462 28,641,498

Three Months Ended

March 31, 2026

Six Months Ended

June 30, 2026

Income Statement (In thousands)

Net revenues $ 2,724,066

Revenue $ 5,430,194

Operating income 665,106

7 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 $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.

Cash provided by operating activities was $1.1 billion in the six months ended June 30, 2026 compared to $1.2 billion in the prior year period.

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

Investing activities.

1 unchanged sentence

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.

Cash used in investing activities was $109 million in the six months ended June 30, 2026 compared to cash used in investing activities of $605 million in the prior year period.

In the six months ended June 30, 2026, we made payments of $396 million in capital expenditures, as further discussed below, contributed $138 million to unconsolidated affiliates, and we received $507 million in net cash proceeds related to the sale of the operations of MGM Northfield Park.

In comparison, in the prior year period we made payments of $496 million in capital expenditures, as further discussed below, and contributed $85 million to unconsolidated affiliates.

Capital Expenditures

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.

We made capital expenditures of $396 million in the six months ended June 30, 2026, of which $77 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 $496 million in the six months ended June 30, 2025, of which $111 million related to MGM China and is inclusive of capital expenditures related to the gaming concession investment.

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

Financing activities.

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.

Cash used in financing activities was $551 million in the six months ended June 30, 2026 compared to cash used in financing activities of $1.1 billion in the prior year period.

In the six months ended June 30, 2026, we had net repayments of debt of $141 million, as further discussed below, paid $262 million for repurchases of our common stock, and distributed $83 million to noncontrolling interest owners.

In comparison, in the prior year period, we had net repayments of debt of $161 million, as further discussed below, paid $717 million for repurchases of our common stock, and distributed $80 million to noncontrolling interest owners.

Borrowings and Repayments of Long-term Debt

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.

During the six months ended June 30, 2026, we had net repayments of debt of $141 million, which primarily consisted of:

• net repayments of $141 million on MGM China’s revolving credit facility,

• the repayment of MGM China’s $750 million of aggregate principal amount 5.875% notes due 2026 upon maturity with borrowings under the MGM China revolving credit facility, and

• the issuance of MGM China’s $750 million of aggregate principal amount 6.25% notes due 2033 of which the proceeds were used to repay a portion of amounts outstanding under the MGM China revolving credit facility and general corporate purposes.

During the six months ended June 30, 2025, we had net repayments of debt of $161 million, which primarily consisted of the repayment of MGM China’s $500 million of aggregate principal amount of 5.25% notes due 2025 at maturity, partially offset by net borrowings of $339 million on MGM China’s revolving credit facility, which were used to fund the repayment of MGM China’s $500 million of aggregate principal amount of 5.25% notes due 2025.

Share Repurchases and Distributions to Noncontrolling Interest Owners

During the six months ended June 30, 2026, we paid $262 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 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.

The remaining availability under the April 2025 $2.0 billion stock repurchase plan was $1.4 billion as of June 30, 2026.

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

In May 2026, upon shareholder approval, MGM China declared the final dividend for 2025 of $171 million, which was paid in June 2026, of which we received approximately $96 million and noncontrolling interests received approximately $75 million.

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.

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 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.

As of June 30, 2026, we had cash and cash equivalents of $2.5 billion, of which MGM China held $514 million, and we had $6.1 billion in principal amount of indebtedness, including $2.3 billion related to MGM China.

No amounts were drawn on our revolving credit facility and, as of June 30, 2026, there was $344 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 June 30, 2026, are approximately $190 million to $210 million, excluding MGM China, and approximately $345 million to $365 million on a consolidated basis, which includes MGM China.

We are also required, as of June 30, 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 revenue at the properties on capital expenditures), in addition to the annual cash rent.

We have planned capital expen ditures expected over the remainder of 2026 of approximately $575 million to $675 million on a consolidated basis, of which $75 million to $125 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 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.

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 is expected to fluctuate over the equity funding period, with us holding an expected 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 June 30, 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.

In July 2026, we funded JPY2.9 billion (approximately $18 million) of the committed amount.

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.

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

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

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

As of June 30, 2026, variable rate borrowings represented approximately 11% 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 March 31, 2026

Debt maturing in Fair Value June 30, 2026

2026 2027 2028 2029 2030 Thereafter Total

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• 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;

• risks relating to our consideration of any acquisition proposal from People Incorporated and any actions taken by us in respect of any such proposal, including with respect to the negotiation and entry (or failure to enter) into an agreement involving the acquisition of our equity interests or our business and our ability to consummate such a transaction on any timeline or at all;

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

40 unchanged sentences

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