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What changed in MGM Resorts's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of MGM Resorts's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+292 added−313 removedSource: 10-K (2026-02-11) vs 10-K (2025-02-18)

Top changes in MGM Resorts's 2025 10-K

292 paragraphs added · 313 removed · 244 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

56 edited+11 added−39 removed63 unchanged
Biggest changeImportant factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, regional, national or global political, economic, business, competitive, market, and regulatory conditions and the following: • 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; • significant competition we face with respect to destination travel locations generally and with respect to our peers in the industries in which we compete; • the impact on our business of economic and market conditions in the jurisdictions in which we operate and in the locations in which our customers reside; • the fact that we suspended our payment of ongoing regular dividends to our stockholders, and may not elect to resume paying dividends in the foreseeable future or at all; • all of our domestic gaming facilities are leased and could experience risks associated with leased property, including risks relating to lease termination, lease extensions, charges and our relationship with the lessor, which could have a material adverse effect on our business, financial position or results of operations; • financial, operational, regulatory or other potential challenges that may arise with respect to landlords under our master leases may adversely impair our operations; • the concentration of a significant number of our major gaming resorts on the Las Vegas Strip; • the fact that we extend credit to a large portion of our customers and we may not be able to collect such gaming receivables; • 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; 10 • 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; • the fact that our insurance coverage may not be adequate to cover all possible losses that our properties could suffer, our insurance costs may increase and we may not be able to obtain similar insurance coverage in the future; • the fact that a failure to protect our intellectual property could have a negative impact on the value of our brand names and adversely affect our business; • the fact that a significant portion of our labor force is covered by collective bargaining agreements; • the sensitivity of our business to energy prices and a rise in energy prices could harm our operating results; • the failure of future efforts to expand through investments in other businesses and properties or through alliances or acquisitions, or to divest some of our properties and other assets; • 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; • 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 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; • increases in taxes and fees, including gaming taxes, in the jurisdictions in which we operate; • our ability to recognize our foreign tax credit deferred tax asset and the variability of the valuation allowance we may apply against such deferred tax asset; • changes to fiscal and tax policies; • risks related to pending claims that have been, or future claims that may be brought against us; • disruptions in the availability of our information and other systems (including our website and digital platform) or those of third parties on which we rely, through cyber-attacks or otherwise, which could adversely impact our ability to service our customers and affect our sales and the results of operations; • impact to our business, operations, and reputation from, and expenses and uncertainties associated with, a cybersecurity incident, including the September 2023 cybersecurity issue, and any related legal proceedings, other claims or investigations, and costs of remediation, restoration, or enhancement of information technology systems; • the availability of cybersecurity insurance proceeds; • restrictions on our ability to have any interest or involvement in gaming businesses in mainland China, Macau, Hong Kong and Taiwan, other than through MGM China; • the ability of the Macau government to (i) terminate MGM Grand Paradise’s concession under certain circumstances without compensating MGM Grand Paradise, (ii) from the eighth year of MGM Grand Paradise’s concession, redeem the concession by providing MGM Grand Paradise at least one year’s prior notice and subject to the payment of reasonable and fair damages or indemnity to MGM Grand Paradise, or (iii) refuse to grant MGM Grand Paradise an extension of the concession prior to its expiry; and • the potential for conflicts of interest to arise because certain of our directors and officers are also directors of MGM China.
Biggest changeImportant factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, regional, national or global political, economic, business, competitive, market, and regulatory conditions and the following: • 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, or make planned expenditures; • 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; 8 • the impact on our business of economic and market conditions in the jurisdictions in which we operate and in the locations in which our customers reside; • the fact that we suspended our payment of ongoing regular dividends to our stockholders, and may not elect to resume paying dividends in the foreseeable future or at all; • all of our domestic gaming facilities are leased and could experience risks associated with leased property, including risks relating to lease termination, lease extensions, charges and our relationship with the lessor, which could have a material adverse effect on our business, financial position or results of operations; • financial, operational, regulatory or other potential challenges that may arise with respect to landlords under our master leases may adversely impair our operations; • the concentration of a significant number of our major gaming resorts on the Las Vegas Strip; • the fact that we extend credit to a large portion of our customers and we may not be able to collect such gaming receivables; • 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 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; • the fact that our insurance coverage may not be adequate to cover all possible losses that our properties could suffer, our insurance costs may increase and we may not be able to obtain similar insurance coverage in the future; • the fact that a failure to protect our intellectual property could have a negative impact on the value of our brand names and adversely affect our business; • the fact that a significant portion of our labor force is covered by collective bargaining agreements; • the sensitivity of our business to energy prices and a rise in energy prices could harm our operating results; • the failure of future efforts to expand through investments in other businesses and properties or through alliances or acquisitions, or to divest some of our properties and other assets; • 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 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; • 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 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; • increases in taxes and fees, including gaming taxes, in the jurisdictions in which we operate; • our ability to recognize our foreign tax credit deferred tax asset and the variability of the valuation allowance we may apply against such deferred tax asset; • changes to fiscal and tax policies; • risks related to pending claims that have been, or future claims that may be brought against us; • disruptions in the availability of our information and other systems (including our website and digital platform) or those of third parties on which we rely, through cyber-attacks or otherwise, which could adversely impact our ability to service our customers and affect our sales and the results of operations; • impact to our business, operations, and reputation from, and expenses and uncertainties associated with, a cybersecurity incident, including the September 2023 cybersecurity issue, the availability of cybersecurity insurance proceeds in connection with a cybersecurity incident, and any related legal proceedings, other claims or investigations, and costs of remediation, restoration, or enhancement of information technology systems; • restrictions on our ability to have any interest or involvement in gaming businesses in mainland China, Macau, Hong Kong and Taiwan, other than through MGM China; • the ability of the Macau government to (i) terminate MGM Grand Paradise’s concession under certain circumstances without compensating MGM Grand Paradise, (ii) from the eighth year of MGM Grand Paradise’s concession, redeem the concession by providing MGM Grand Paradise at least one year’s prior notice and subject to the payment of reasonable and fair damages or indemnity to MGM Grand Paradise, or (iii) refuse to grant MGM Grand Paradise an extension of the concession prior to its expiry; and 9 • the potential for conflicts of interest to arise because certain of our directors and officers are also directors of MGM China.
Human Capital We are focused on fostering a people-driven culture exemplified by how we lead and uphold the following core company values: Captivate Our Audience, Inspire Excellence, Champion Inclusion, and Win Together, to create an engaged workforce. Our long-term people strategy is designed to enhance talent attraction and development to support business objectives, guest experience, community engagement, and financial goals.
Human Capital We are focused on fostering a people-driven culture exemplified by how we lead and uphold the following core company values to create an engaged workforce: Captivate Our Audience, Inspire Excellence, Champion Inclusion, and Win Together. Our long-term people strategy is designed to enhance talent attraction and development to support business objectives, guest experience, community engagement, and financial goals.
These laws and regulations include, but are not limited to, restrictions and conditions concerning alcoholic beverages, smoking, employees, currency transactions, taxation, zoning and building codes (including regulations under the Americans with Disabilities Act, which requires all public accommodations to meet certain federal requirements related to access and use by persons with disabilities), construction, land use and marketing and advertising.
These laws and regulations include, but are not limited to, restrictions and conditions concerning alcoholic beverages, smoking, employees, currency transactions, taxation, zoning and building codes (including regulations under 7 the Americans with Disabilities Act, which requires all public accommodations to meet certain federal requirements related to access and use by persons with disabilities), construction, land use and marketing and advertising.
Because of the time differences between Macau and the United States, we also use our corporate website as a means of posting important information about MGM China. References in this document to our website address do not incorporate by reference the information contained on the websites into this Annual Report on Form 10-K. 12
Because of the time differences between Macau and the United States, we also use our corporate website as a means of posting important information about MGM China. References in this document to our website address do not incorporate by reference the information contained on the websites into this Annual Report on Form 10-K.
We are committed to a culture of continuous learning 7 where employees, at all levels, are engaged in developing their knowledge, skills, and abilities through a variety of modalities, including digitally, and we support the long-term career aspirations of our employees through education and professional/personal development and skills-based learning.
We are committed to a culture of continuous learning where employees, at all levels, are engaged in developing their knowledge, skills, and abilities through a variety of modalities, including digitally. We support the long-term career aspirations of our employees through education and professional/personal development and skills-based learning.
Additionally, we leverage our management expertise and the strong recognition of our brands through strategic partnerships and international expansion opportunities. We continue to enhance the efficiency of our operating model by optimizing our Centers of Excellence and achieving best-in-class operating performance through adjustments within corporate and business units.
Additionally, we leverage our 4 management expertise and the strong recognition of our brands through strategic partnerships and international expansion opportunities. We continue to enhance the efficiency of our operating model by optimizing our Centers of Excellence and achieving best-in-class operating performance through adjustments within corporate and business units.
Our Las Vegas Strip Resorts also compete, in part, with each other. Major competitors, including new entrants, have either recently expanded their hotel room capacity and convention space offerings, or have plans to expand their capacity or construct new resorts in Las Vegas.
Our Las Vegas Strip Resorts also compete, in part, with each other. Major competitors, including newer entrants, have either recently expanded their hotel room capacity and convention space offerings, or have plans to expand their capacity or construct new resorts in Las Vegas.
BUSINESS MGM Resorts International is referred to as the “Company,” “MGM Resorts,” or the “Registrant,” and together with its subsidiaries may also be referred to as “we,” “us” or “our.” MGM China Holdings Limited together with its subsidiaries is referred to as “MGM China.” Overview MGM Resorts International is a Delaware corporation incorporated in 1986 that acts largely as a holding company and, through subsidiaries, is a global gaming and entertainment company with domestic and international locations featuring best-in-class hotels and casinos, state-of-the-art meeting and conference spaces, incredible live and theatrical entertainment experiences, and an extensive array of restaurant, nightlife and retail offerings, as well as sports betting and online gaming operations.
BUSINESS MGM Resorts International is referred to as the “Company,” “MGM Resorts,” or the “Registrant,” and together with its subsidiaries may also be referred to as “we,” “us” or “our.” Overview MGM Resorts International is a Delaware corporation incorporated in 1986 that acts largely as a holding company and, through subsidiaries, is a global gaming and entertainment company with domestic and international locations featuring best-in-class hotels and casinos, state-of-the-art meeting and conference spaces, incredible live and theatrical entertainment experiences, and an extensive array of restaurant, nightlife and retail offerings, as well as sports betting and online gaming operations.
Any forward-looking statement made by us in this Form 10-K or our 2024 Annual Report to Stockholders speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them.
Any forward-looking statement made by us in this Annual Report on Form 10-K speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them.
We offer amenities to attract players such as premium gaming lounges and stadium-style electronic table games terminals, which include both table games and slots to create a dedicated exclusive gaming space for premium main floor players’ use, as well as non-gaming amenities, such as The Mansion and MGM Cotai Emerald Villa to attract ultra-high end customers.
We offer amenities to attract players such as premium gaming lounges and stadium-style electronic table games terminals, which include both table games and slots to create a dedicated exclusive gaming space for premium main floor players’ use, as well as non-gaming amenities, such as The Mansion, MGM Cotai Emerald Villa, and MGM Macau Alpha Villa to attract ultra-high end customers.
As of December 31, 2024, we operate 16 domestic casino properties and, through our approximate 56% controlling interest in MGM China Holdings Limited (together with its subsidiaries, “MGM China”), which owns MGM Grand Paradise, S.A. (“MGM Grand Paradise”), operate two casino properties in Macau.
As of December 31, 2025, we operate 16 domestic casino properties and, through our approximate 56% controlling interest in MGM China Holdings Limited (together with its subsidiaries, “MGM China”), which owns MGM Grand Paradise, S.A. (“MGM Grand Paradise”), operate two casino properties in Macau.
In addition to our loyalty programs, we leverage multiple marketing channels—including brand ambassadors, online, radio, television, print, and billboards in select U.S. and international cities. Our regional marketing offices and direct outreach channels via mail, email, and social media ensure consistent engagement.
In addition to our loyalty programs, we leverage multiple marketing channels—including online, radio, television, print, and billboards in select U.S. and international cities. Our regional marketing offices and direct outreach channels via mail, email, and social media ensure consistent engagement.
At the same time, we have continued to focus on key growth opportunities that align with our vision, particularly by investing in U.S. online sports betting and iGaming through BetMGM North America Venture, acquiring LeoVegas to expand our global online presence, expanding our digital capabilities, and seeking to diversify our Asia operations with development efforts in Japan.
At the same time, we have continued to focus on key growth opportunities that align with our vision, particularly by investing in U.S. online sports betting and iGaming through BetMGM North America Venture, acquiring and investing in LeoVegas to expand our global online presence, expanding our digital capabilities, and seeking to further diversify our international operations with development efforts in Japan.
As of December 31, 2024, we have four reportable segments: Las Vegas Strip Resorts, Regional Operations, MGM China, and MGM Digital, as generally described below. See Note 17 for detailed financial information about our reportable segments. Las Vegas Strip Resorts and Regional Operations Las Vegas Strip Resorts.
As of December 31, 2025, we have four reportable segments: Las Vegas Strip Resorts, Regional Operations, MGM China, and MGM Digital, as generally described below. See Note 17 for detailed financial information about our reportable segments. Las Vegas Strip Resorts and Regional Operations Las Vegas Strip Resorts.
To the extent that reports issued by securities analysts contain projections, forecasts or opinions, those reports are not our responsibility and are not endorsed by us. 11 Information about our Executive Officers The following table sets forth, as of February 18, 2025, the name, age and position of each of our executive officers.
To the extent that reports issued by securities analysts contain projections, forecasts or opinions, those reports are not our responsibility and are not endorsed by us. Information about our Executive Officers The following table sets forth, as of February 11, 2026, the name, age and position of each of our executive officers.
We provide access to our SEC filings, including our annual report on Form 10-K and quarterly reports on Form 10-Q (including related filings in XBRL format), filed and furnished current reports on Form 8-K, and amendments to those reports on our website, free of charge, through a link to the SEC’s EDGAR database.
We provide access to our SEC filings, including our annual report on Form 10-K and quarterly reports on Form 10-Q , filed and furnished current reports on Form 8-K, and amendments to those reports on our website, free of charge, through a link to the SEC’s EDGAR database.
Our investments in unconsolidated affiliates are primarily comprised of our ventures, such as BetMGM North America Venture and Osaka IR KK. 2 Customers and Competition We operate in highly competitive environments.
Our investments in unconsolidated affiliates are primarily comprised of our ventures, such as BetMGM North America Venture and MGM Osaka. 2 Customers and Competition We operate in highly competitive environments.
We regularly evaluate targeted opportunities in both domestic and international markets that provide attractive returns on investment. These include: Owning, managing, and operating gaming and non-gaming facilities, as well as 4 expanding into new markets for iGaming and online sports betting.
We regularly evaluate targeted opportunities in both domestic and international markets that provide attractive returns on investment. These include: Owning and/or operating gaming and non-gaming facilities, as well as expanding into new markets and expanding our brands for iGaming and online sports betting.
We also offer a variety of resources throughout our properties, with the MGM Rewards Desk acting as the central hub for our innovative responsible gaming program, GameSense. GameSense is an industry-leading, enterprise-wide program that aligns responsible gambling policies with enhanced guest service and education.
We train our employees to reinforce our commitment and approach to responsible gaming. We also offer a variety of resources throughout our properties, with the MGM Rewards Desk acting as the central hub for our innovative responsible gaming program, GameSense. GameSense is an industry-leading, enterprise-wide program that aligns responsible gambling policies with enhanced guest service and education.
Risk Factors — Risks Related to Legal and Regulatory Matters and Changes in Public Policy.” 9 Cautionary Statement Concerning Forward-Looking Statements This Form 10-K and our 2024 Annual Report to Stockholders contain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.
Risk Factors — Risks Related to Legal and Regulatory Matters and Changes in Public Policy.” Cautionary Statement Concerning Forward-Looking Statements This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.
Examples of forward-looking statements include, but are not limited to: 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, a commercial gaming facility in New York, expectations regarding the potential opportunity for gaming expansion in Dubai, and investments we make in online sports betting and iGaming, the expansion of LeoVegas and the MGM digital brand; positioning BetMGM North America Venture as a leader in sports betting and iGaming; amounts we will spend on capital expenditures and investments; our expectations with respect to future share repurchases and cash dividends on our common stock; dividends and distributions we will receive from MGM China; amounts projected to be realized as deferred tax assets; our ability to achieve our public social impact and sustainability goals; the impact to our business, operations and reputation from, and expenses and uncertainties associated with, the September 2023 cybersecurity issue; the timing and outcome of the claims and class actions against us and of the investigations by state and federal regulators, related to the September 2023 cybersecurity issue, and the availability of cybersecurity insurance proceeds and the nature and scope of any claims, litigation or regulatory proceedings that may be brought against us.
Examples of forward-looking statements include, but are not limited to: 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; positioning BetMGM North America Venture as a leader in sports betting and iGaming; amounts we will spend on capital expenditures and investments; our expectations with respect to future share repurchases and cash dividends on our common stock; dividends and distributions we will receive from MGM China and BetMGM North America Venture; amounts projected to be realized as deferred tax assets; expected tax refunds; the timing and outcome of investigations by state regulators related to the September 2023 cybersecurity issue, and the availability of cybersecurity insurance proceeds in connection with a cybersecurity incident and the nature and scope of any regulatory proceedings that may be brought against us.
Halkyard served as Chief Financial Officer of NV Energy, Inc. from July 2012 through September 2013 and, prior to that, he served in various executive, finance and managerial roles at Caesars Entertainment, Inc. since 1999, including as Chief Financial Officer from 2006 through 2012. Mr. McManus has served as Chief Legal and Administrative Officer and Secretary since September 2022.
Prior to joining Extended Stay, Mr. Halkyard served as Chief Financial Officer of NV Energy, Inc. from July 2012 through September 2013 and, prior to that, he served in various executive, finance and managerial roles at Caesars Entertainment, Inc. since 1999, including as Chief Financial Officer from 2006 through 2012. Mr.
In Japan, Osaka IR KK signed an agreement with Osaka Prefecture and Osaka City in September 2023 to implement its government-certified Area Development Plan (“ADP”) for the development of an integrated resort in Osaka, Japan. Preliminary construction began on the site of the future resort in 2024.
In Japan, MGM Osaka signed an agreement with Osaka Prefecture and Osaka City in September 2023 to implement its government-certified Area Development Plan (“ADP”) for the development of an integrated resort in Osaka, Japan. Preliminary construction began on the site of the future resort in 2024. During 2025, the construction of the project progressed as anticipated.
In the United Arab Emirates (“UAE”), we currently have a non-gaming management agreement with Wasl Hospitality to bring the Bellagio, Aria, and MGM Grand brands to Dubai.
We continue to evolve our technology platform, the backbone for our development. In the United Arab Emirates (“UAE”), we currently have a non-gaming management agreement with Wasl Hospitality to bring the Bellagio, Aria, and MGM Grand brands to Dubai.
(“Extended Stay”) and its paired-share REIT, ESH Hospitality, Inc., from January 2018 through November 2019, as Chief Financial Officer of Extended Stay from January 2015 through December 2017, and as Chief Operating Officer of Extended Stay from September 2013 through January 2015. Prior to joining Extended Stay, Mr.
Halkyard served as President and Chief Executive Officer of Extended Stay America, Inc. (“Extended Stay”) and its paired-share REIT, ESH Hospitality, Inc., from January 2018 through November 2019, as Chief Financial Officer of Extended Stay from January 2015 through December 2017, and as Chief Operating Officer of Extended Stay from September 2013 through January 2015.
With the UAE’s establishment of the General Commercial Gaming Regulatory Authority, tasked with creating a regulatory framework for commercial gaming in the UAE, we are encouraged by the potential opportunity for gaming expansion in Dubai. We are continuously exploring new geographies for future development, including Thailand.
With the UAE’s establishment of the General Commercial Gaming Regulatory Authority, tasked with creating a regulatory framework for commercial gaming in the UAE, we are encouraged by the potential opportunity for gaming expansion in Dubai.
Executive officers are elected by and serve at the pleasure of the Board of Directors. Name Age Position William J. Hornbuckle 67 Chief Executive Officer and President Corey I. Sanders 61 Chief Operating Officer Jonathan S. Halkyard 60 Chief Financial Officer and Treasurer John M. McManus 57 Chief Legal and Administrative Officer and Secretary Gary M.
Executive officers are elected by and serve at the pleasure of the Board of Directors. Name Age Position William J. Hornbuckle 68 Chief Executive Officer and President Ayesha Molino 45 Chief Operating Officer Jonathan S. Halkyard 61 Chief Financial Officer John M. McManus 58 Chief Legal and Administrative Officer and Secretary Gary M.
In an effort to foster employee engagement in our philanthropic efforts, we established a Matching Gifts program in 2021, matching employee donations to their charities of choice. Employees and Labor Relations As of December 31, 2024, we had approximately 45,000 full-time and 18,000 part-time employees domestically.
To foster employee engagement in our philanthropic efforts, we established a Matching Gifts program in 2021, matching employee donations to their charities of choice. Employees and Labor Relations As of December 31, 2025, we had approximately 44,000 full-time and 18,000 part-time employees in the U.S. and 16,000 employees internationally.
Our workforce development strategies support local hiring and developing a robust workforce in the local communities in which we operate through veteran support, community training and employment, fulfilling local hiring commitments (where applicable), and through internship, educational, and leadership development programs.
Our workforce development strategies support local hiring and developing a robust workforce in the local communities in which we operate through veteran support, community training and employment, fulfilling local hiring commitments (where applicable), and through internship, educational, and leadership development programs. Our streamlined recruitment processes result in faster sourcing and recruitment to meet the needs of the business.
We continue to focus on our key growth opportunities, including developing an integrated resort in Japan, investing in BetMGM North America Venture, advancing international digital opportunities, and exploring a full-scale commercial gaming opportunity in New York.
We continue to focus on our key growth opportunities, including developing an integrated resort in Japan, expanding our BetMGM North America Venture, and advancing international digital opportunities.
The majority of MGM China’s casino revenue has been provided by main floor gaming operations in recent years and we expect this customer base will be the primary source of growth in the future.
In addition, we compete with gaming operations in surrounding jurisdictions and other leisure destinations in each region. MGM China The majority of MGM China’s casino revenue has been provided by main floor gaming operations in recent years and we expect this will be the primary source of growth in the future.
Fritz 51 President, MGM Resorts International Interactive Mr. Hornbuckle has served as Chief Executive Officer since July 2020 and as President since December 2012.
Fritz 52 Chief Commercial Officer and President of MGM Digital Mr. Hornbuckle has served as Chief Executive Officer since July 2020 and as President since December 2012.
Las Vegas Strip Resorts consists of the following casino resorts: Aria (including Vdara), Bellagio, The Cosmopolitan of Las Vegas (“The Cosmopolitan”) (upon its acquisition in May 2022), MGM Grand Las Vegas (including The Signature), Mandalay Bay (including W Las Vegas and Four Seasons), The Mirage (until its disposition in December 2022), Luxor, New York-New York (including The Park), Excalibur, and Park MGM (including NoMad Las Vegas).
Las Vegas Strip Resorts consists of the following casino resorts: Aria (including Vdara), Bellagio, The Cosmopolitan of Las Vegas (“The Cosmopolitan”), MGM Grand Las Vegas (including The Signature), Mandalay Bay (including W Las Vegas and Four Seasons), Luxor, New York-New York (including The Park), Excalibur, and Park MGM (including The Reserve at Park MGM). Regional Operations.
MGM Digital MGM Digital is our online gaming portfolio which is primarily comprised of LeoVegas, which is headquartered in Sweden and Malta and operates internationally, primarily in Europe, as well as our other consolidated subsidiaries that offer interactive gaming.
MGM Digital MGM Digital is our consolidated online gaming portfolio which is primarily comprised of LeoVegas, which is headquartered in Sweden and Malta and operates internationally, primarily in Europe and, through its consolidated venture, in Brazil.
Digitally, we have implemented a number of functions and tools to protect customers and work proactively to provide support for individuals who develop unsound gaming behavior. Our website, LeoSafePlay.com, is dedicated to promoting responsible gaming.
All MGM China casinos have been recognized by the government working group as “Responsible Gaming Implementation Model Units.” Digitally, we have implemented a number of functions and tools to protect customers and work proactively to provide support for individuals who develop unsound gaming behavior. Our website, LeoSafePlay.com, is dedicated to promoting responsible gaming.
We continue to introduce new learning and development initiatives focused on a broad range of employee population segments. We offer tuition reimbursement, contribute toward student loan debt repayment, and have partnered with the Nevada System of Higher Education to enable employees to earn a degree online free of charge for all credit hours.
We offer tuition reimbursement, contribute toward student loan debt repayment, and have partnered with the Nevada System of Higher Education to enable employees to earn a degree online free of charge for all credit hours and reimburse employees for any required course textbooks.
Growth and Development We invest significant resources to develop the talent needed, now and for the future, to be a premier employer of choice across the gaming, hospitality, and entertainment industries.
We work across the enterprise to strengthen our corporate culture, drive employee engagement, and foster well-being. Growth and Development We invest significant resources to develop the talent needed, now and for the future, to be an employer of choice across the gaming, hospitality, and entertainment industries.
BetMGM North America Venture has also increased its parlay product capabilities with the addition of Angstrom technology which we expect to help drive further customer satisfaction as well as increased hold for BetMGM North America Venture.
BetMGM North America Venture has also increased its parlay product capabilities with the addition of Angstrom technology which we expect to help drive further customer satisfaction as well as increased hold for BetMGM North America Venture. We are growing our business internationally through MGM Digital by building on our core markets and identifying new opportunities for expansion and brand distribution.
Additionally, through our 50% ownership interest in Osaka IR KK, an unconsolidated affiliate, we are developing an integrated resort in Osaka, Japan. We also have global online gaming operations primarily through our consolidated subsidiary LV Lion Holding Limited (together with its subsidiaries, “LeoVegas”) and through our 50% ownership interest in BetMGM, LLC (“BetMGM North America Venture”), an unconsolidated affiliate.
We also have global online gaming operations primarily through our consolidated subsidiary LV Lion Holding Limited (together with its subsidiaries, “LeoVegas”) and through our 50% ownership interest in BetMGM, LLC (“BetMGM North America Venture”), an unconsolidated affiliate. We lease the real estate assets of our domestic properties pursuant to triple net lease agreements, as further discussed in Note 11.
From 2020 until 2022, Amanogawa, LLC was retained by IAC to help lead and manage its interests in the gaming sector. He served as the President and Chief Growth Officer for TripAdvisor, Inc. from 2016 to 2020. Available Information We maintain a website at www.mgmresorts.com that includes financial and other information for investors.
Prior to joining the Company, Mr. 10 Fritz served as the sole member of Amanogawa, LLC, a consulting services company he owned. From 2020 until 2022, Amanogawa, LLC was retained by IAC to help lead and manage its interests in the gaming sector. He served as the President and Chief Growth Officer for TripAdvisor, Inc. from 2016 to 2020.
Fritz has served as President, MGM Resorts International Interactive since October 2022. From November 2021 until October 2022, he served as Managing Director, Digital Mergers & Acquisitions. Prior to joining the Company, Mr. Fritz served as the sole member of Amanogawa, LLC, a consulting services company he owned.
Fritz has served as Chief Commercial Officer and President of MGM Digital since September 2025. From October 2022 to September 2025, he served as President, MGM Resorts International Interactive. From November 2021 until October 2022, he served as Managing Director, Digital Mergers & Acquisitions.
Internally, we use multiple channels to facilitate communication and to continuously advance the core value to Champion Inclusion by cultivating a culture of respect. The channels include but are not limited to open forums and conversations with executives, employee engagement surveys with detailed action planning, and employee and business network groups, which are open to all employees.
The channels include but are not limited to open forums and conversations with executives, employee engagement surveys with detailed action planning, and employee and business resource groups, which are open to all employees.
In addition, we provide our premium players access to high-limit rooms and lounge experiences where players may enjoy an upscale atmosphere. MGM China We own approximately 56% of MGM China, which owns MGM Grand Paradise, the Macau company that owns and operates the MGM Macau and MGM Cotai casino resorts and holds the related gaming concession and land concessions.
MGM China As of December 31, 2025, we own approximately 56% of MGM China, which owns MGM Grand Paradise, the Macau company that owns and operates the MGM Macau and MGM Cotai casino resorts and holds the related gaming concession and land concessions.
Responsibility is driven and led by our Chief People, Inclusion and Sustainability Officer, who reports directly to the Chief Executive Officer and President. Health, Safety, and Wellness Our approach to employee health and wellness is holistic and multi-dimensional, focusing on the four pillars of the MGM Resorts World of Wellbeing (WOW): physical, emotional, financial and community.
Health, Safety, and Wellness Our approach to employee health and wellness is holistic and multi-dimensional, focusing on the four pillars of the MGM Resorts World of Wellbeing (WOW): physical, emotional, financial, and community. It is our priority to provide competitive benefit offerings that support the needs of our workforce.
We encourage active engagement in volunteerism and philanthropic opportunities, from serving local community needs to supporting global commitments. We instill philanthropic commitment and pride through our employee foundation.
Our strategies aim to reflect, sustain, and build on the best aspects of a community by creating good jobs, providing strong wages, teaching critical skills, and implementing workforce development opportunities. We encourage active engagement in volunteerism and philanthropic opportunities, from serving local community needs to supporting global commitments. We instill philanthropic commitment and pride through our employee foundation.
Although visitation during 2022 was significantly reduced by the novel 2019 coronavirus (“COVID-19”) pandemic, visitation during 2023 and 2024 rebounded, and we expect the long-term future growth of the Asian gaming market to drive additional visitation at MGM Macau and MGM Cotai. Our current MGM China operations relate to MGM Macau and MGM Cotai, discussed further below.
We believe MGM China plays an important role in extending our reach internationally and will foster future growth and profitability. We expect the long-term future growth of the Asian gaming market to drive additional visitation at MGM Macau and MGM Cotai. Our current MGM China operations relate to MGM Macau and MGM Cotai, discussed further below.
As of December 31, 2024, none of the employees of MGM China or LeoVegas are part of a labor union and MGM China and LeoVegas are not party to any collective bargaining agreements. 8 Intellectual Property We use a variety of trade names, service marks, trademarks, patents and copyrights in our operations and believe that we have the rights necessary to conduct our continuing operations.
Intellectual Property We use a variety of trade names, service marks, trademarks, patents and copyrights in our operations and believe that we have the rights necessary to conduct our continuing operations. The development of intellectual property is part of our overall business strategy, and we regard our intellectual property as an important element of our success.
Additionally, we expect certain collective bargaining agreements to expire in 2025, including our collective bargaining agreement with the International Brotherhood of Teamsters covering valet operations at nine of our Las Vegas Strip Resorts. Negotiations for successor contracts will be scheduled with our employees’ collective bargaining representatives as contract expiration dates approach and will continue throughout 2025.
Negotiations for successor contracts will be scheduled with our employees’ collective bargaining representatives as contract expiration dates approach and will continue throughout 2026. Certain of our non-U.S. employees are also subject to collective bargaining agreements.
Over the past year we have focused on growing our talent pipeline, reinforcing our leadership expectations and company culture across all leadership positions and enhancing employee recognition and onboarding programs applicable across all levels. Focused on Our Communities Our corporate and people strategies and a social impact and sustainability approach that centers on embracing humanity.
We have focused on growing our talent pipeline, investing in our frontline leadership population with a 12-month onboarding and development program, reinforcing our leadership expectations and company culture across all leadership positions and enhancing employee recognition across all levels.
Our MGM Rewards loyalty technology platform enables guests to earn points seamlessly across gaming and non-gaming activities, with improved redemption flows and a more streamlined experience through the app. Enhanced mobile and self-service check-in options have further driven app adoption, creating a smoother arrival experience for our guests.
Through our app and other digital platforms, we deliver tailored content and experiences that deepen guest engagement and build loyalty to our brand and offerings. Our MGM Rewards loyalty platform enables guests to earn seamlessly across gaming and non-gaming activities, with improved redemption flows and a more streamlined experience through the app.
Mr. Halkyard has served as Chief Financial Officer and Treasurer since January 2021. Prior to joining the Company, Mr. Halkyard served as President and Chief Executive Officer of Extended Stay America, Inc.
Molino served as an Attorney-Advisor in the Office of General Counsel at the U.S. Department of Commerce. Mr. Halkyard has served as Chief Financial Officer since January 2021. From January 2021 to November 2025, he served as Chief Financial Offer and Treasurer. Prior to joining the Company, Mr.
It is our priority to provide competitive benefit offerings that support the needs of our workforce. In an effort to better support the emotional well-being of our employees, we recently implemented a new Employee Assistance Program (EAP) provider who offers an enhanced mental health benefit to our employees and their loved ones.
In addition, we have successfully transitioned to a new Employee Assistance Program (EAP) provider who offers an enhanced mental health benefit to our employees and their loved ones. 6 Philanthropy We understand our responsibility to contribute to the progress of the communities in which we operate and are invested in growing and supporting such communities.
It is designed to promote sustainable and enjoyable experiences, by helping guests and employees make informed gambling decisions. At MGM China, we established a Responsible Gaming Committee and a Responsible Gaming Operations Team that act as lines of defense in identifying and addressing problem gaming-related issues.
It is designed to promote sustainable and enjoyable experiences, by helping guests and employees make informed gambling decisions. At MGM China, we strictly comply with all local laws and remain committed to expanding employee and community programs that foster a healthy and orderly society.
Responsible Gaming We have woven responsible gaming and gambling education into the fabric of our world-class gaming experiences and premier guest service. We train our employees to reinforce our commitment and approach to responsible gaming.
A comprehensive framework lays out four strategic pillars that guide our work: investing in environmental stewardship; fostering a culture of respect; supporting our communities; and demonstrating responsible business practices. 5 Responsible Gaming We have woven responsible gaming and gambling education into the fabric of our world-class gaming experiences and premier guest service.
For over a decade, we have had a dedicated board committee focused on Corporate Social Responsibility and Sustainability (“CSR&S”). In 2019, we appointed one Executive Committee-level leader to manage the MGM Resorts Social Impact and Sustainability Center of Excellence.
For over a decade, we have had board-level oversight of our Corporate Responsibility efforts. Our corporate and people strategies and corporate responsibility approach center on uplifting our people and the communities in which we operate.
In addition, we had approximately 13,000 and 2,000 employees at MGM China and LeoVegas, respectively. We had collective bargaining agreements with unions covering approximately 38,000 of our employees as of December 31, 2024.
We had collective bargaining agreements with unions covering approximately 37,000 of our U.S. employees as of December 31, 2025. Collective bargaining agreements covering small groups of Las Vegas property and corporate employees are scheduled to expire the first half of 2026, and collective bargaining agreements in regional operations covering approximately 3,000 employees are also scheduled to expire in 2026.
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We lease the real estate assets of our domestic properties pursuant to triple net lease agreements, as further discussed in Note 11.
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Additionally, through our 50% ownership interest in MGM Osaka Corporation (“MGM Osaka”), an unconsolidated affiliate, we are developing an integrated resort in Osaka, Japan.
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We believe our ownership interest in MGM China plays an important role in extending our reach internationally and will foster future growth and profitability.
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In addition, we provide our premium players access to high-limit rooms and lounge experiences where players may enjoy an upscale atmosphere.
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In addition, we compete with gaming operations in surrounding jurisdictions and other leisure destinations in each region. MGM China The Macau gaming market has two primary customer bases: main floor gaming operations and slot machine operations.
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Enhanced mobile and self-service check-in options have further driven app adoption, creating a smoother arrival experience for our guests. Our digital concierge has also improved service with faster response times during guest stays. We continue to expand our digital portfolio by enhancing e-commerce and integrating our physical properties with digital casino and sports betting experiences.
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We are growing our business internationally through MGM Digital by building on our core markets and identifying new opportunities for expansion and brand distribution, requiring limited capital. We continue to evolve our technology platform, the backbone for our development.
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This includes cross-property and omni-channel promotions in Las Vegas and our Regional properties that provide added value to our guests. Additionally, we leverage data, analytics, and predictive modeling to personalize offers and create targeted upsell opportunities, which we expect will enhance customer acquisition, engagement, and value over time. Corporate Responsibility We have a longstanding commitment to Corporate Responsibility.
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In connection with our vision to transform Empire City in New York into a full-scale commercial gaming facility, we are actively working on our response to the request for application that was issued in January 2023 for three downstate commercial gaming licenses.
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We continue to introduce new learning and development initiatives focused on a broad range of employee population segments.
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Through our app and other digital platforms, we deliver tailored content and experiences that deepen guest engagement and build loyalty to our brand and offerings. Additionally, with a focus on the development of our proprietary technology and product innovation, we believe this positions our digital operations for further expansion into new markets and to maintain our growth within existing markets.
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Fostering a Culture of Respect Externally, we strengthen communities and expand business opportunities through strategic partnerships, alignment with local service commitments, and investment in local and small business development. Internally, we use multiple channels to facilitate communication and to continuously advance the core value to Champion Inclusion by cultivating a culture of respect.
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We continue to expand our digital portfolio by enhancing e-commerce and seamlessly integrating our physical resorts with digital casino and sports betting experiences. This includes cross-property and omni-channel promotions in Las Vegas that provide added value to our guests. Additionally, we have deployed digital commerce and pricing technologies that allow us to offer personalized packages and targeted upsell opportunities.
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In an effort to better support the well-being of our employees, we recently implemented a new virtual physical therapy solution that significantly increases access to qualified therapists.
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Our digital concierge has also improved service with faster response times during guest stays. Additionally, our data capabilities empower data-driven decision-making, delivering faster insights and enabling more agile and informed decisions across all areas of our business. 5 Social Impact & Sustainability At MGM Resorts, our commitment to environmental and social responsibility has been long-standing.
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Ms. Molino was appointed as Chief Operating Officer in January 2026. Previously, she served as Chief Public Affairs Officer and President and Chief Operating Officer of Aria and Vdara. Before moving into operations, she served as our Senior Vice President of Public Affairs. Ms. Molino joined the Company in January 2017 from the U.S.
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Reporting directly to the Chief Executive Officer and President, this leader serves as liaison to the CSR&S Committee of the Board of Directors.
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Senate, where from 2011 – 2016 she served as first Counsel and later Chief Counsel to former Senate Majority and Democratic Leader Harry Reid (D-NV). From 2007 – 2011 she served as International Trade Counsel to the U.S. Senate Finance Committee under then-Chairman Max Baucus (D-MT). Prior to her time in the Senate, Ms.
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This leader also oversees the Human Resources function and is thus able to integrate social impact and sustainability considerations more deeply into the core culture of our organization through proactive management of our human and social capital initiatives.
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McManus has served as Chief Legal and Administrative Officer and Secretary since September 2022.
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Social Impact and Sustainability Reporting The Company’s Social Impact and Sustainability Task Force, which is composed of executives from across the Company, including representation from the Company’s Executive Committee, conducted our first assessment of priority Social Impact and Sustainability topics, which guided our social impact and sustainability reporting since 2020.
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Available Information We maintain a website at www.mgmresorts.com that includes financial and other information for investors.
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In 2023, we engaged external experts to assist with a more comprehensive assessment that focuses on both a topic’s impact on our Company, as well as our Company’s related impact on the world at large. We published a summary of our findings from this assessment in early 2024.
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Throughout 2024, we continued our progress on key social impact and sustainability initiatives and disclosures, supporting our commitment to MGM Resorts’ Focused on What Matters platform and the UN Sustainable Development Goals. Our most recent Social Impact & Sustainability Report illustrated the Company’s progress towards our public goals.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur failure to compete successfully in our various markets and to continue to attract customers could adversely affect our business, financial condition, results of operations and cash flows. 17 Our business is affected by economic and market conditions in the jurisdictions in which we operate and in the locations in which our customers reside .
Biggest changeIn addition to competition with other hotels, resorts and casinos, we compete with destination travel locations outside of the markets in which we operate. Our failure to compete successfully in our various markets and to continue to attract customers could adversely affect our business, financial condition, results of operations and cash flows.
We participate in the iGaming and online sports betting market through our MGM Digital segment and through our venture, BetMGM North America Venture, both of which face significant competition from other industry participants as well as the broader gaming and entertainment industries.
We participate in the iGaming and online sports betting market through our MGM Digital segment and through our BetMGM North America Venture, both of which face significant competition from other industry participants as well as the broader gaming and entertainment industries.
In addition, our insurance costs may increase and we may not be able to obtain similar insurance coverage in the future. • Any failure to protect our intellectual property could have a negative impact on the value of our brand names and adversely affect our business. • A significant portion of our labor force is covered by collective bargaining agreements. • Our business is particularly sensitive to energy prices and a rise in energy prices could harm our operating results. • We may seek to expand through investments in other businesses and properties or through alliances or acquisitions, and we may also seek to divest some of our properties and other assets, any of which may be unsuccessful. 13 • 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 or customer information can result in damage to our reputation, subject us to fines, payment of damages, lawsuits and restrictions on our use of data, and have a material adverse effect on our business, financial condition, and results of operations. • We are subject to risks related to corporate social responsibility and reputation. • We are subject to risks and costs related to climate change. • Water scarcity could negatively impact our operations.
In addition, our insurance costs may increase and we may not be able to obtain similar insurance coverage in the future. • Any failure to protect our intellectual property could have a negative impact on the value of our brand names and adversely affect our business. • A significant portion of our labor force is covered by collective bargaining agreements. • Our business is particularly sensitive to energy prices and a rise in energy prices could harm our operating results. • We may seek to expand through investments in other businesses and properties or through alliances or acquisitions, and we may also seek to divest some of our properties and other assets, any of which may be unsuccessful. • 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 or customer information can result in damage to our reputation, subject us to fines, payment of damages, lawsuits and restrictions on our use of data, and have a material adverse effect on our business, financial condition, and results of operations. • We are subject to risks related to corporate social responsibility and reputation. • We are subject to risks and costs related to climate change. • Water scarcity could negatively impact our operations.
For example, our obligations under the leases may: • make it more difficult for us to satisfy our obligations with respect to our indebtedness and to obtain additional indebtedness; • increase our vulnerability to general adverse economic and industry conditions or a downturn in our business; • require us to dedicate a substantial portion of our cash flow from operations to making rent payments, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, development projects, pay dividends, repurchase shares and other general corporate purposes; • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • restrict our ability to make acquisitions, divestitures and engage in other significant transactions; and • cause us to lose our rights with respect to the applicable leased properties if we fail to pay rent or other amounts or otherwise default on the leases.
For example, our obligations under the leases may: 14 • make it more difficult for us to satisfy our obligations with respect to our indebtedness and to obtain additional indebtedness; • increase our vulnerability to general adverse economic and industry conditions or a downturn in our business; • require us to dedicate a substantial portion of our cash flow from operations to making rent payments, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, development projects, pay dividends, repurchase shares and other general corporate purposes; • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • restrict our ability to make acquisitions, divestitures and engage in other significant transactions; and • cause us to lose our rights with respect to the applicable leased properties if we fail to pay rent or other amounts or otherwise default on the leases.
Risks Related to Our Substantial Financial Commitments • Our substantial indebtedness and significant financial commitments, including our rent payments and guarantees we provide on 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 or make planned expenditures. • 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, and therefore could adversely affect our results of operations. • 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 Related to Our Substantial Financial Commitments • 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 or make planned expenditures. • 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, and therefore could adversely affect our results of operations. • 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.
Any slowdown in economic growth or changes to China’s current restrictions on currency conversion or movements, including market impacts resulting from China’s anti-corruption campaign and related tightening of liquidity provided by non-bank lending entities and cross-border currency monitoring (including increased restrictions on Union Pay withdrawals and other ATM limits on the withdrawal of cash and facial recognition technology on ATM machines in Macau to strictly enforce the “know your customer” regulations for mainland Chinese bank cardholders), could disrupt the number of visitors from mainland China and/or the amounts they are willing to spend at our properties.
Any slowdown in economic growth or changes to China’s current restrictions on currency conversion or movements, including market impacts resulting from China’s anti-corruption campaign and related tightening of liquidity provided by non-bank lending entities and cross-border currency monitoring (including increased restrictions on Union Pay withdrawals and other ATM limits on the withdrawal of cash and facial recognition technology on ATM machines in Macau to strictly enforce the “know your customer” regulations for mainland Chinese bank cardholders), could disrupt the number of visitors from mainland China and/or the amounts they are willing 16 to spend at our properties.
While our business as a whole is not 21 substantially dependent on any one trademark or combination of several of our trademarks or other intellectual property, we seek to establish and maintain our proprietary rights in our business operations through the use of trade secrets, trademarks, domain names, copyright, and by seeking and enforcing legal protections under contract law and other laws and regulations related to the foregoing .
While our business as a whole is not substantially dependent on any one trademark or combination of several of our trademarks or other intellectual property, we seek to establish and maintain our proprietary rights in our business operations through the use of trade secrets, trademarks, domain names, copyright, and by seeking and enforcing legal protections under contract law and other laws and regulations related to the foregoing .
The terms of each guarantee provide that, after the lenders have exhausted certain remedies to collect on the 14 obligations under the underlying indebtedness, we would then be responsible for any shortfall between the value of the collateral and the debt obligation, which amount may be material, and we may not have sufficient cash on hand to fund any such obligation to the extent it is triggered in the future.
The terms of each guarantee provide that, after the lenders have exhausted certain remedies to collect on the obligations under the underlying indebtedness, we would then be responsible for any shortfall between the value of the collateral and the debt obligation, which amount may be material, and we may not have sufficient cash on hand to fund any such obligation to the extent it is triggered in the future.
Furthermore, notwithstanding our efforts to access a new jurisdiction or market, our ability to successfully enter 23 such jurisdictions or markets may be affected by future developments in state/regional, national and/or supranational policy and regulation, limitations on market access, competition from third parties and other factors that we are unable to predict, and which are beyond our control.
Furthermore, notwithstanding our efforts to access a new jurisdiction or market, our ability to successfully enter such jurisdictions or markets may be affected by future developments in state/regional, national and/or supranational policy and regulation, limitations on market access, competition from third parties and other factors that we are unable to predict, and which are beyond our control.
While we maintain cybersecurity insurance to assist in the cost of recovery from a significant cyber event, such coverage may not be sufficient to cover any losses resulting from such incidents. A cybersecurity incident also could 24 require that we expend significant additional resources on remediation, restoration, and enhancement of our information technology and other systems.
While we maintain cybersecurity insurance to assist in the cost of recovery from a significant cyber event, such coverage may not be sufficient to cover any losses resulting from such incidents. A cybersecurity incident also could require that we expend significant additional resources on remediation, restoration, and enhancement of our information technology and other systems.
Similarly, as a result of Macau’s Gaming Inspection and Co-ordination Bureau increased scrutiny and restrictions imposed on gaming promoters, we along with certain other casino operators in Macau, suspended our primary gaming promoters in late 2021 and subsequently terminated our contractual arrangements with such promoters, which has led to substantial declines in revenues from gaming promoters.
Similarly, as a result of Macau’s Gaming Inspection and Co-ordination 15 Bureau increased scrutiny and restrictions imposed on gaming promoters, we along with certain other casino operators in Macau, suspended our primary gaming promoters in late 2021 and subsequently terminated our contractual arrangements with such promoters, which has led to substantial declines in revenues from gaming promoters.
To the extent MGM Grand Paradise gaming customers are from other jurisdictions, MGM Grand Paradise may not have access to a forum in which it will be able to collect all of its gaming receivables 19 because, among other reasons, courts of many jurisdictions do not enforce gaming debts and MGM Grand Paradise may encounter forums that will refuse to enforce such debts.
To the extent MGM Grand Paradise gaming customers are from other jurisdictions, MGM Grand Paradise may not have access to a forum in which it will be able to collect all of its gaming receivables because, among other reasons, courts of many jurisdictions do not enforce gaming debts and MGM Grand Paradise may encounter forums that will refuse to enforce such debts.
In addition, we periodically review our business to identify properties or other assets that we believe either are non-core, no longer complement our business, are in markets which may not benefit us as much as other markets or could be sold at significant premiums. From time to time, we may attempt to sell these identified properties and assets.
In addition, we periodically review our business to identify properties or other assets that we believe either are non-core, no longer complement our business, are in markets which may not benefit us as much as other markets or could be 21 sold at significant premiums. From time to time, we may attempt to sell these identified properties and assets.
In addition, while Borgata has no current intention to withdraw from these plans, a withdrawal in the future could result in the incurrence of a contingent liability 22 that would be payable in an amount and at such time (or over a period of time) that would vary based on a number of factors at the time of (and after) withdrawal.
In addition, while Borgata has no current intention to withdraw from these plans, a withdrawal in the future could result in the incurrence of a contingent liability that would be payable in an amount and at such time (or over a period of time) that would vary based on a number of factors at the time of (and after) withdrawal.
Therefore, certain acts could expose us to substantial uninsured losses. In addition to the damage caused to our properties by a casualty loss, we may suffer business disruption as a result of these events or be subject to claims by third parties that may be injured or harmed.
Therefore, certain acts could expose us to substantial uninsured losses. 19 In addition to the damage caused to our properties by a casualty loss, we may suffer business disruption as a result of these events or be subject to claims by third parties that may be injured or harmed.
We also cannot assure you that if the concession is 28 redeemed by the Macau government, the compensation paid to MGM Grand Paradise will be adequate to compensate for the loss of future revenues. We are subject to risks associated with doing business outside of the United States .
We also cannot assure you that if the concession is redeemed by the Macau government, the compensation paid to MGM Grand Paradise will be adequate to compensate for the loss of future revenues. We are subject to risks associated with doing business outside of the United States .
As a result of the initial public offering of shares of MGM China common stock in 2011, MGM China has stockholders who are not affiliated with us, and we and certain of our officers and directors who also serve as officers and/or directors of MGM China may have conflicting fiduciary obligations to our stockholders and to the minority stockholders of MGM China.
As a result of the initial public offering of shares of MGM China common stock in 2011, MGM China has stockholders who are not affiliated with us, and we and certain of our officers and directors who also serve as officers and/or directors of MGM 27 China may have conflicting fiduciary obligations to our stockholders and to the minority stockholders of MGM China.
Federal, state and local authorities domestically and internationally raise a significant amount of revenue through taxes and fees, including taxes and fees on gaming activities. From time to time, legislators and government officials have proposed changes in tax laws, or in the administration of such laws, affecting the gaming industry.
Federal, state and local authorities domestically and internationally raise a significant amount of revenue through taxes and fees, including taxes and fees on gaming activities. From time to time, legislators and 25 government officials have proposed changes in tax laws, or in the administration of such laws, affecting the gaming industry.
Risks Related to Our Business, Industry, and Market Conditions • We face significant competition with respect to destination travel locations generally and with respect to our peers in the industries in which we compete, including increased competition through online sports betting and iGaming, and failure to compete effectively could materially adversely affect our business, financial condition, results of operations and cash flows. • Our business is affected by economic and market conditions in the jurisdictions in which we operate and in the locations in which our customers reside. • We have suspended our payment of ongoing regular dividends to our stockholders, and may not elect to resume paying dividends in the foreseeable future or at all. • All of our domestic gaming facilities are leased and could experience risks associated with leased property, including risks relating to lease termination, lease extensions, charges and our relationship with the lessor, which could have a material adverse effect on our business, financial position or results of operations. • Because a significant number of our major gaming resorts are concentrated on the Las Vegas Strip, we are subject to greater risks than a gaming company that is more geographically diversified. • We extend credit to a large portion of our customers and we may not be able to collect gaming receivables. • We may incur impairments to goodwill, indefinite-lived intangible assets, or long-lived assets which could negatively affect our future profits. • Leisure and business travel, especially travel by air, are particularly susceptible to global geopolitical events, such as terrorist attacks, other acts of violence or acts of war or hostility or the outbreak of infectious diseases. • Co-investing in properties or businesses, including our investment in BetMGM North America Venture, decreases our ability to manage risk. • Any of our 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. • Our insurance coverage may not be adequate to cover all possible losses that our properties could suffer.
Risks Related to Our Business, Industry, and Market Conditions • We face significant competition with respect to destination travel locations generally and with respect to our peers in the industries in which we compete, including increased competition through online sports betting and iGaming, and failure to compete effectively could materially adversely affect our business, financial condition, results of operations and cash flows. • Our business is affected by economic and market conditions in the jurisdictions in which we operate and in the locations in which our customers reside. • We have suspended our payment of ongoing regular dividends to our stockholders, and may not elect to resume paying dividends in the foreseeable future or at all. • All of our domestic gaming facilities are leased and could experience risks associated with leased property, including risks relating to lease termination, lease extensions, charges and our relationship with the lessor, which could have a material adverse effect on our business, financial position or results of operations. • Because a significant number of our major gaming resorts are concentrated on the Las Vegas Strip, we are subject to greater risks than a gaming company that is more geographically diversified. • We extend credit to a large portion of our customers and we may not be able to collect gaming receivables. 11 • We may incur impairments to goodwill, indefinite-lived intangible assets, or long-lived assets which could negatively affect our future profits. • Leisure and business travel, especially travel by air, are particularly susceptible to global geopolitical events, such as terrorist attacks, other acts of violence or acts of war or hostility or the outbreak of infectious diseases. • Co-investing in properties or businesses, including our investments in BetMGM North America Venture and MGM Osaka, decreases our ability to manage risk. • Any of our 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. • Our insurance coverage may not be adequate to cover all possible losses that our properties could suffer.
A recession, economic slowdown or any other significant economic condition, including continued or increased inflationary pressures, affecting consumers, corporations, or the supply chain, generally is likely to cause a reduction in visitation to our properties, which would adversely affect our operating results.
A recession, economic slowdown or any other significant economic condition, including increased inflationary pressures, affecting consumers, corporations, or the supply chain, generally is likely to cause a reduction in visitation to our properties, which would adversely affect our operating results.
If MGM Grand Paradise is unable to satisfy its investment commitments, its concession contract may be subject to termination by the Macau government. Furthermore, under the concession contract, MGM Grand Paradise is obligated to comply with any laws and regulations that the Macau government might promulgate in the future.
If MGM Grand Paradise is unable to satisfy its investment commitments, its concession contract may be subject to termination by the Macau government. 26 Furthermore, under the concession contract, MGM Grand Paradise is obligated to comply with any laws and regulations that the Macau government might promulgate in the future.
If transportation facilities to and 18 from Macau are inadequate to meet the demands of an increased volume of customers visiting Macau, the desirability of Macau as a travel destination, as well as the results of operations at our developments in Macau, could be negatively impacted.
If transportation facilities to and from Macau are inadequate to meet the demands of an increased volume of customers visiting Macau, the desirability of Macau as a travel destination, as well as the results of operations at our developments in Macau, could be negatively impacted.
High-end gaming is more volatile than other forms of gaming, and variances in win-loss results attributable to high-end gaming may have a significant positive or negative impact on cash flow and earnings in a particular quarter.
High-end gaming is more volatile than other forms of 17 gaming, and variances in win-loss results attributable to high-end gaming may have a significant positive or negative impact on cash flow and earnings in a particular quarter.
In addition, in the last several years local referendums to allow retail gaming have passed in Virginia and Nebraska, with active lobbying occurring in states like Texas and North Carolina among others.
In addition, in the last several years local referendums to allow retail gaming have passed in Virginia and Nebraska, with active lobbying occurring in states like Texas, North Carolina and Georgia, among others.
Any increase in the interest rates applicable to our existing or future borrowings would increase the cost of our indebtedness and reduce the cash flow available to fund our other liquidity needs.
Any increase in the interest 12 rates applicable to our existing or future borrowings would increase the cost of our indebtedness and reduce the cash flow available to fund our other liquidity needs.
As such, our gaming regulators can require us to disassociate ourselves from suppliers or business 25 partners found unsuitable by the regulators or, alternatively, cease operations in that jurisdiction.
As such, our gaming regulators can require us to disassociate ourselves from suppliers or business partners found unsuitable by the regulators or, alternatively, cease operations in that jurisdiction.
Significant negative trends, reduced estimates of future cash flows, disruptions to our business, slower growth rates or lack of growth have resulted in write-downs and impairment charges in the past and, if one or more of such events occurs in the future, additional impairment charges or write-downs may be required in future periods.
Significant negative trends, reduced estimates of future cash flows, changes in our business strategy, disruptions to our business, slower growth rates or lack of growth have resulted in write-downs and impairment charges in the past and, if one or more of such events occurs in the future, additional impairment charges or write-downs may be required in future periods.
The failure to maintain the integrity of our information and other systems or customer information can result in damage to our reputation, subject us to fines, payment of damages, lawsuits and restrictions on our use of data , and have a material adverse effect on our business, financial condition, and results of operations .
The failure to maintain the integrity of our information and other systems or customer information could result in damage to our reputation, subject us to fines, payment of damages, lawsuits and restrictions on our use of data , and have a material adverse effect on our business, financial condition, and results of operations .
Covenants governing our senior secured credit facility and certain of our debt securities restrict, among other things, our ability to: 15 • pay dividends or distributions, repurchase equity, prepay certain debt or make certain investments; • incur additional debt; • incur liens on assets; • sell assets or consolidate with another company or sell all or substantially all of our assets; • enter into transactions with affiliates; • allow certain subsidiaries to transfer assets or enter into certain agreements; and • enter into sale and lease-back transactions.
Covenants governing our senior secured credit facilities and certain of our debt securities restrict, among other things, our ability to: • pay dividends or distributions, repurchase equity, prepay certain debt or make certain investments; • incur additional debt; • incur liens on assets; • sell assets or consolidate with another company or sell all or substantially all of our assets; • enter into transactions with affiliates; • allow certain subsidiaries to transfer assets or enter into certain agreements; and • enter into sale and lease-back transactions.
Upon such termination, all of MGM Grand Paradise’s casino area premises and gaming-related equipment, with the exception of those which have been temporarily transferred to MGM Grand Paradise by the Macau government for use in accordance with the concession contract, would be transferred automatically to the Macau government without compensation to MGM Grand Paradise, and we would cease to generate any revenues from these operations.
Upon such termination, all the casino area premises and gaming-related equipment which have been temporarily transferred to MGM Grand Paradise by the Macau government for use in accordance with the concession contract and all of MGM Grand Paradise’s own casino area premises and gaming-related equipment, would be transferred automatically to the Macau government without compensation to MGM Grand Paradise and we would cease to generate any revenues from these operations.
In addition, we have a significant amount of indebtedness maturing in 2026, and thereafter. Our ability to fund or timely refinance and replace our indebtedness will depend upon the economic and credit market conditions discussed above.
In addition, we have a significant amount of indebtedness maturing in 2027, and thereafter. Our ability to fund or timely refinance and replace our indebtedness will depend upon the economic and credit market conditions discussed above.
Consumer preferences also evolve over time due to a variety of factors, including demographic changes, which, for instance, have resulted in recent growth in consumer demand for non-gaming offerings.
Consumer preferences also evolve over time due to a variety of factors, including demographic changes, which, for instance, have resulted in the growth in consumer demand for non-gaming offerings.
Our ability to make payments on our substantial indebtedness and other significant financial commitments, including the rent payments under our leases, and to fund planned or committed capital expenditures and other investments depends on our ability to generate cash flow, receive distributions from our unconsolidated affiliates and subsidiaries (including MGM China), and borrow under our senior credit facility or incur new indebtedness.
Our ability to make payments on our substantial indebtedness and other significant financial commitments, including the rent payments under our leases, and to fund planned or committed capital expenditures and other investments depends on our ability to generate cash flow, receive distributions from our unconsolidated affiliates and subsidiaries (including BetMGM North America Venture and MGM China), and borrow under our senior credit facility or incur new indebtedness.
Among other things, this issue resulted in system shutdowns that created operational disruptions at our domestic properties, adversely affected revenues, and is subjecting us to litigation, investigations, and potential regulatory penalties or other remedies.
Among other things, this issue resulted in system shutdowns that created operational disruptions at our domestic properties, adversely affected revenues, and subjected us to litigation, investigations, and potential regulatory penalties or other remedies.
Co-investing in properties or businesses, including our investment in BetMGM North America Venture, decreases our ability to manage risk . In addition to acquiring or developing hotels and resorts or acquiring companies that complement our business directly, we have from time to time invested, and expect to continue to invest, in properties or businesses as a co-investor.
Co-investing in properties or businesses, including our investments in BetMGM North America Venture and MGM Osaka, decreases our ability to manage risk . In addition to acquiring or developing hotels and resorts or acquiring companies that complement our business directly, we have from time to time invested, and expect to continue to invest, in properties or businesses as a co-investor.
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, and therefore could adversely affect our results of operations .
The agreements governing our senior secured credit facilities 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, and therefore could adversely affect our results of operations .
Further, our digital businesses may be unable to respond quickly or adequately to changes in the industry brought on by new regulations, products or technologies, the availability of other technology platforms and marketing channels, or the introduction of new features and functionality or new marketing or promotional efforts by competitors.
Further, our digital businesses may be unable to respond quickly or adequately to changes in the industry brought on by new regulations, products or technologies, the availability of other technology platforms, such as prediction markets, and marketing channels, or the introduction of new features and functionality or new marketing or promotional efforts by competitors.
Any of our future construction, development or expansion 20 projects, such as our proposed integrated resort in Japan and the potential for full-scale commercial gaming at Empire City, will be subject to a number of risks, including: • lack of sufficient, or delays in the availability of, financing; • changes to plans and specifications; • engineering problems, including defective plans and specifications; • shortages of, and price increases in, energy, materials and skilled and unskilled labor; • pricing inflation, including wage inflation; • delays in obtaining or inability to obtain necessary permits, licenses and approvals; • changes in laws and regulations, or in the interpretation and enforcement of laws and regulations, applicable to gaming, leisure, residential, real estate development or construction projects; • labor disputes or work stoppages; • availability of qualified contractors and subcontractors; • disputes with and defaults by contractors and subcontractors; • personal injuries to workers and other persons; • environmental, health and safety issues, including site accidents and the spread of viruses; • weather interferences or delays; • fires, typhoons and other natural disasters; • geological, construction, excavation, regulatory and equipment problems; and • other unanticipated circumstances or cost increases.
Any of our future construction, development or expansion projects, such as our integrated resort under construction in Japan, will be subject to a number of risks, including: • lack of sufficient, or delays in the availability of, financing; • changes to plans and specifications; • engineering problems, including defective plans and specifications; • shortages of, and price increases in, energy, materials and skilled and unskilled labor; • pricing inflation, including wage inflation; • delays in obtaining or inability to obtain necessary permits, licenses and approvals; • changes in laws and regulations, or in the interpretation and enforcement of laws and regulations, applicable to gaming, leisure, residential, real estate development or construction projects; • labor disputes or work stoppages; • availability of qualified contractors and subcontractors; • disputes with and defaults by contractors and subcontractors; • personal injuries to workers and other persons; • environmental, health and safety issues, including site accidents and the spread of viruses; • weather interferences or delays; • fires, typhoons and other natural disasters; • geological, construction, excavation, regulatory and equipment problems; and • other unanticipated circumstances or cost increases.
In addition, the regulatory approvals associated with our development projects may require us to open future casino properties by a certain specified time and to the extent we are unable to meet those deadlines, and any such deadlines are not extended, we may lose our regulatory approval to open a casino resort in a proposed jurisdiction, or incur payment penalties in connection with any delays which could have an adverse effect on our business, financial condition, results of operations and cash flows.
In addition, the regulatory approvals, debt agreements or other contractual arrangements associated with our development projects may require us to open future casino properties by a certain specified time and to the extent we are unable to meet those deadlines, and any such deadlines are not extended, we may lose our regulatory approval to open a casino resort in a proposed jurisdiction, or incur payment penalties, fines or other expenses, in connection with any delays which could have an adverse effect on our business, financial condition, results of operations and cash flows.
In addition to the numerous other states with privacy laws, new privacy requirements go into effect in 2025 in Delaware, Iowa, Maryland, Minnesota, Nebraska, New Hampshire, New Jersey, and Tennessee. In 2026, additional privacy requirements will go into effect in states including, Indiana, Kentucky, and Rhode Island.
In addition to the numerous other states with privacy laws, new privacy requirements went into effect in 2025 in Delaware, Iowa, Maryland, Minnesota, Nebraska, New Hampshire, New Jersey, and Tennessee. In January 2026, additional privacy requirements went into effect in Indiana, Kentucky, and Rhode Island.
Decisions that could have different implications for us and MGM China, including contractual arrangements that we have entered into or may in the future enter into with MGM China, may give rise to the appearance of a potential conflict of interest or an actual conflict of interest.
Decisions that could have different implications for us and MGM China, including contractual arrangements that we have entered into or may in the future enter into with MGM China, may give rise to the appearance of a potential conflict of interest or an actual conflict of interest. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
We also provide for guarantees (i) in the amount of 12.65 billion yen (approximately $80 million as of December 31, 2024) for 50% of Osaka IR KK’s obligations to Osaka under various agreements related to the venture’s development of an integrated resort in Osaka, Japan and (ii) of an uncapped amount to provide funding to Osaka IR KK, if necessary, for the completion of the construction and full opening of the integrated resort.
We also provide for guarantees (i) in the amount of 12.65 billion yen (approximately $81 million as of December 31, 2025) for 50% of MGM Osaka’s obligations to Osaka under various agreements related to the venture’s development of an integrated resort in Osaka, Japan and (ii) of an uncapped amount to provide funding to MGM Osaka, if necessary, for the completion of the construction and full opening of the integrated resort.
Under various federal, state and local environmental laws and regulations, an owner or operator of real property may be held liable for the costs of removal or remediation of certain hazardous or toxic substances or wastes located on its property, regardless of whether or not the present owner or operator knows of, or is responsible for, the presence of such substances or wastes. 26 Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted.
Under various federal, state and local environmental laws and regulations, an owner or operator of real property may be held liable for the costs of removal or remediation of certain hazardous or toxic substances or wastes located on its property, regardless of whether or not the present owner or operator knows of, or is responsible for, the presence of such substances or wastes.
Any of the above factors could have a material adverse effect on our business, financial condition, results of operations and cash flows. 16 Risks Related to Our Business, Industry, and Market Conditions We face significant competition with respect to destination travel locations generally and with respect to our peers in the industries in which we compete, including increased competition through online sports betting and iGaming, and failure to compete effectively could materially adversely affect our business, financial condition, results of operations and cash flows .
Risks Related to Our Business, Industry, and Market Conditions We face significant competition with respect to destination travel locations generally and with respect to our peers in the industries in which we compete, including increased competition through online sports betting and iGaming, and failure to compete effectively could materially adversely affect our business, financial condition, results of operations and cash flows .
As of December 31, 2024, we had approximately $6.4 billion of principal amount of indebtedness outstanding on a consolidated basis, including $3.0 billion of outstanding indebtedness of MGM China.
As of December 31, 2025, we had approximately $6.3 billion of principal amount of indebtedness outstanding on a consolidated basis, including $2.5 billion of outstanding indebtedness of MGM China.
Consequently, actions by a co-investor might subject the properties or businesses owned by such entities to additional risk. Further, we may be unable to take action without the approval of our co-investors, or our co-investors could take actions binding on the property without our consent. Additionally, should a co-investor become bankrupt, we could become liable for its share of liabilities.
Consequently, actions by a co-investor might subject the properties or businesses owned by such entities to additional risk. Further, we may be unable to take action without the approval of our 18 co-investors, or our co-investors could take actions binding on the property without our consent.
Similarly, development projects, including the development of an integrated resort in Japan, the redevelopment of Empire City, strategic initiatives, including positioning BetMGM North America Venture as a leader in online sports betting and iGaming, investments in the growth of our international digital gaming business, and acquisitions could require significant capital commitments, the incurrence of additional debt, guarantees of third-party debt or the incurrence of contingent liabilities, any or all of which could have an adverse effect on our business, financial condition, results of operations and cash flows.
Similarly, development projects, including the development of an integrated resort in Japan, strategic initiatives, including positioning BetMGM North America Venture as a leader in online sports betting and iGaming, investments in the growth of our international digital gaming business, and acquisitions could require significant capital commitments, the incurrence of additional debt, guarantees of third-party debt or the incurrence of contingent liabilities, any or all of which could have an adverse effect on our business, financial condition, results of operations and cash flows. 13 Current and future economic, capital and credit market conditions could adversely affect our ability to service our substantial indebtedness and significant financial commitments or make planned expenditures .
The rapid evolution and increased adoption of artificial intelligence technologies amplifies these concerns. Our systems and data, including those we maintain with our third-party service providers, have been subject to cybersecurity breaches of varying degrees of severity in the past and are expected to be subject to cybersecurity breaches in the future.
Our systems and data, including those we maintain with our third-party service providers, have been subject to cybersecurity breaches of varying degrees of severity in the past and are expected to be subject to cybersecurity breaches in the future.
Finally, we were awarded a concession to develop an integrated casino resort in Japan in a consortium with ORIX and other local investors, subject to our receipt of a casino license to operate the same.
Disagreements between us and Entain could arise in the future, which could disrupt the venture’s operations. Finally, we were awarded a concession to develop an integrated casino resort in Japan in a consortium with ORIX and other local investors, subject to our receipt of a casino license to operate the same.
Disruptions in these systems, through cyber-attacks or otherwise, have in the past and can in the future be expected to impact our ability to service our customers and adversely affect our business, financial condition, and results of operations. This can occur notwithstanding the data security measures and disaster recovery plans that we have in place.
Disruptions in these systems, through cyber-attacks or otherwise, have in the past and can in the future be expected to impact our ability to service our customers and adversely affect our business, financial condition, and results of operations.
Macau laws and regulations concerning gaming and gaming concessions are complex, and a court or administrative or regulatory body may in the future render an interpretation of these laws and regulations, or issue new or modified regulations, that differ from MGM China’s interpretation, which could have a material adverse effect on its business, financial condition and results of operations.
Certain public and private issuances of securities, borrowings under credit agreements, guarantees of indebtedness and other transactions also require the approval of certain regulatory authorities. 24 Macau laws and regulations concerning gaming and gaming concessions are complex, and a court or administrative or regulatory body may in the future render an interpretation of these laws and regulations, or issue new or modified regulations, that differ from MGM China’s interpretation, which could have a material adverse effect on its business, financial condition and results of operations.
We have also seen significant expansion across the United States and internationally in legalized forms of iGaming and online sports betting and expect additional jurisdictions will likely legalize iGaming and online sports betting in the future.
We have also seen significant expansion across the United States and internationally in legalized forms of iGaming and online sports betting and expect additional jurisdictions will likely legalize iGaming and online sports betting in the future as well as a rise in illegal forms of iGaming and online sports betting, such as sweepstakes, offshore operators and gray market operators.
Similar federal, state, local, and international legislation and regulation based on concerns about climate change could result in increased regulatory costs, which may include capital expenditures on our existing properties to ensure compliance with any new or updated regulations, which may potentially adversely affect our operations.
Similar federal, state, local, and international legislation and regulation based on concerns about climate change, such as California’s SB 253 and SB 261 climate related disclosure laws and Maryland’s Climate Solutions Now Act of 2022, could result in increased regulatory and other costs, which may include increased disclosures and/or capital expenditures on our existing properties to ensure compliance with 23 any new or updated regulations, which may potentially adversely affect our operations.
As a result, significant judgment is required in assessing the possible need for a valuation allowance and changes to our assumptions could result in a material change in the valuation allowance with a corresponding impact on the provision for income taxes in the period including such change. 27 We face risks related to pending claims that have been , or future claims that may be , brought against us .
As a result, significant judgment is required in assessing the possible need for a valuation allowance and changes to our assumptions could result in a material change in the valuation allowance with a corresponding impact on the provision for income taxes in the period including such change.
Claims have been brought against us and our subsidiaries in various legal proceedings, and additional legal and tax claims arise from time to time.
We face risks related to pending claims that have been , or future claims that may be , brought against us . Claims have been brought against us and our subsidiaries in various legal proceedings, and additional legal and tax claims arise from time to time.
In addition, effective since January 1, 2019, smoking in casinos in Macau, including MGM Macau and MGM Cotai, is only permitted inside specially ventilated smoking rooms, rather than outside smoking areas or VIP areas.
These regulations could impose stricter standards on operations and reporting which could be costly and difficult to implement. In addition, effective since January 1, 2019, smoking in casinos in Macau, including MGM Macau and MGM Cotai, is only permitted inside specially ventilated smoking rooms, rather than outside smoking areas or VIP areas.
Regulatory authorities may also conduct investigations into the conduct or associations of our directors, officers, key employees or investors to ensure compliance with applicable standards. Certain public and private issuances of securities, borrowings under credit agreements, guarantees of indebtedness and other transactions also require the approval of certain regulatory authorities.
Regulatory authorities may also conduct investigations into the conduct or associations of our directors, officers, key employees or investors to ensure compliance with applicable standards.
If we are required to record additional impairment charges or write-downs, this could have a material adverse impact on our consolidated results of operations.
For instance, in 2025, we recorded a non-cash impairment charge of the full amount of the Empire City reporting unit’s goodwill of $256 million. If we are required to record additional impairment charges or write-downs, this could have a material adverse impact on our consolidated results of operations.
Our business is particularly sensitive to reductions in discretionary consumer spending and corporate spending on conventions, trade shows and business development.
Our business is affected by economic and market conditions in the jurisdictions in which we operate and in the locations in which our customers reside . Our business is particularly sensitive to reductions in discretionary consumer spending and corporate spending on conventions, trade shows and business development.
Finally, even if we prevail in any litigation, the remedy may not be commercially meaningful or fully compensate us for the harm we suffer or the costs we incur. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations, and cash flows.
Finally, even if we prevail in any litigation, the remedy may not be commercially meaningful or fully compensate us for the harm we suffer or the costs we incur.
Furthermore, we may have, or acquire in the future, multi-employer plans that are classified as “endangered,” “seriously endangered,” or “critical” status. For instance, Borgata’s most significant plan is the Legacy Plan of the UNITE HERE Retirement Fund, which has been listed in “critical status” and is subject to a rehabilitation plan.
For instance, Borgata’s most significant plan is the Legacy Plan of the UNITE HERE Retirement Fund, which has been listed in “critical status” and is subject to a rehabilitation plan.
For example, we share control of BetMGM North America Venture with our venture partner, Entain plc (“Entain”), with all major operating, investing and financial activities requiring the consent of both members. Disagreements between us and Entain could arise in the future, including with respect to the amount and timing of capital contributions.
Additionally, should a co-investor become bankrupt, we could become liable for its share of liabilities. For example, we share control of BetMGM North America Venture with our venture partner, Entain plc (“Entain”), with all major operating, investing and financial activities requiring the consent of both members.
There has been increasing focus from international, national, and state regulators on reporting and reducing GHG emissions and other climate change-related topics. These regulations could impose stricter standards on operations and reporting which could be costly and difficult to implement.
Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted. There has been increasing focus from international, national, and state regulators on reporting and reducing GHG emissions and other climate change-related topics.
Further, our systems are not fully redundant and our disaster recovery planning cannot account for all possible scenarios that we may encounter. There has been an increase in criminal cybersecurity attacks against companies (and third-party service providers) where systems have been breached, businesses disrupted, and customer, employee, and other company information has been compromised or destroyed.
There has been an increase in criminal cybersecurity attacks against companies (and third-party service providers) where systems have been breached, businesses disrupted, and customer, employee, and other company information has been compromised or destroyed. The rapid evolution and increased adoption of artificial intelligence technologies amplifies these concerns.
While this regulation has been voluntarily stayed by the SEC pending judicial review, there can be no assurance that we will not be subject to this regulation, or other climate regulation promulgated by another federal agency, in the future.
For example, in 2024, the SEC adopted expansive new reporting requirements, requiring registrants to detail the impact of their operations on the environment. While the SEC ended its defense of the reporting requirements, there can be no assurance that we will not be subject to this regulation, or other climate regulation promulgated by another federal agency, in the future.
Also, wage and/or benefit increases resulting from new labor agreements may be significant and could also have an adverse impact on our results of operations. To the extent that our non-union employees seek union representation or elect union representation, we would have exposure to risks associated with representation proceedings, labor negotiations and/or economic impacts of newly negotiated labor agreements.
Also, wage and/or benefit increases or other contractual obligations resulting from new labor agreements may be significant and could also have an adverse impact on our results of operations.
A significant portion of our labor force is covered by collective bargaining agreements. Work stoppages and other labor problems could negatively affect our business and results of operations. As of December 31, 2024, approximately 38,000 of our employees are covered by collective bargaining agreements, some of which will expire in 2025.
As of December 31, 2025, approximately 37,000 of our U.S. employees are covered by collective bargaining agreements, some of which will expire in 2026.
Removed
Current and future economic, capital and credit market conditions could adversely affect our ability to service our substantial indebtedness and significant financial commitments or make planned expenditures .
Added
In addition, to the extent we no longer provide the shortfall guarantees, we would recognize certain tax gains related to our investments in Bellagio REIT Venture, the landlord of Bellagio, and VICI Properties OP LLC (“VICI OP”), the owner of the landlords of certain of our domestic properties, which may be significant.
Removed
In addition to competition with other hotels, resorts and casinos, we compete with destination travel locations outside of the markets in which we operate.
Added
Further, we entered into certain tax protection agreements related to these investments that will expire in 2029 and 2037. Following the expiration of the agreements, to the extent Bellagio REIT Venture and VICI OP engage in certain transactions, we may realize taxable gains and such gains may be significant.
Removed
If we and Entain are unable to support the future funding of BetMGM North America Venture, then BetMGM North America Venture may not have the resources to execute on the development or implementation of its strategies, including funding efforts to increase its market share, which could result in us not receiving the anticipated benefits from our investment.
Added
Changes in tax laws or regulations may also materially affect the amount and timing of recognizing taxable gains on these investments.
Removed
For example, in 2024, the SEC adopted expansive new reporting requirements, requiring registrants to detail the impact of their operations on the environment.
Added
Any of the above factors could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Added
Finally, in 2025, the New York Gaming Commission issued licenses for three integrated resorts projects that will include live-dealer table games, which we expect will increase competition in the Northeast corridor and may have a negative impact on our New York and New Jersey operations.
Added
Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations, and cash flows. 20 A significant portion of our labor force is covered by collective bargaining agreements. Work stoppages and other labor problems could negatively affect our business and results of operations.
Added
To the extent that our non-union employees seek union representation or elect union representation, we would have exposure to risks associated with representation proceedings, labor negotiations and/or economic impacts of newly negotiated labor agreements. Furthermore, we may have, or acquire in the future, multi-employer plans that are classified as “endangered,” “seriously endangered,” or “critical” status.
Added
This can occur notwithstanding the data security measures and disaster recovery plans that we have in place. 22 Further, our systems are not fully redundant and our disaster recovery planning cannot account for all possible scenarios that we may encounter.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe CISO holds various professional certifications, including Certified Information Security Manager certification from the 30 Information Systems Audit and Control Association and Certified Incident Handler from the International Council of E-Commerce Consultants. The CISO holds a Bachelor of Science Degree in Cyber Security & Information Assurance. Our CISO reports directly to our Chief Legal and Administrative Officer and Secretary.
Biggest changeOur CTO previously served as our CISO and holds various professional certifications, including Certified Information Security Manager certification from the Information Systems Audit and Control Association and Certified Information Systems Security Professional from the ISC2. The CISO holds a Bachelor of Science Degree in Computer Information Systems and a Master’s Degree in Organizational Security Management.
Risk Factors - The failure to maintain the integrity of our information and other systems or customer information can result in damage to our reputation, subject us to fines, payment of damages, lawsuits and restrictions on our use of data, and have a material adverse effect on our business, financial condition, and results of operations.” Additional risks and uncertainties not currently known or that may currently be deemed to be immaterial also may materially adversely affect the Company’s business, financial condition, or results of operations.
Risk Factors - The failure to maintain the integrity of our information and other systems or customer information could result in damage to our reputation, subject us to fines, payment of damages, lawsuits and restrictions on our use of data, and have a material adverse effect on our business, financial condition, and results of operations.” Additional risks and uncertainties not currently known or that may currently be deemed to be immaterial also may materially adversely affect the Company’s business, financial condition, or results of operations.
This framework also sets forth parameters for the escalation and reporting of cybersecurity risks and incidents to broader groups at the Company, and the CISO reports information about significant cybersecurity risks and incidents to the Audit Committee on a regular basis and more frequently if warranted under the circumstances. 31
This framework also sets forth parameters for the escalation and reporting of cybersecurity risks and incidents to broader groups at the Company, and the CISO reports information about significant cybersecurity risks and incidents to the Audit Committee on a regular basis and more frequently if warranted under the circumstances. 29
The Audit Committee reports out to the Board as necessary to keep the Board informed of issues or risks relating to the Company’s cybersecurity. Management’s Involvement in Cybersecurity Risk Oversight Our CISO continues to enhance our cybersecurity program and leads our efforts to mitigate technology risks in partnership with business leaders.
The Audit Committee reports out to the Board as necessary to keep the Board informed of issues or risks relating to the Company’s cybersecurity. 28 Management’s Involvement in Cybersecurity Risk Oversight Our CISO works with our Chief Technology Officer (“CTO”) to enhance our cybersecurity program and leads our efforts to mitigate technology risks in partnership with business leaders.
The CISO closely monitors our cybersecurity program, including our strategy and cybersecurity policies and practices, against the cybersecurity threat landscape. As described above, our cybersecurity incident response plan provides a framework for a multidisciplinary team to prevent, detect, mitigate, and remediate cybersecurity-related risks and incidents.
Our CISO reports directly to our Chief Legal and Administrative Officer and Secretary. The CISO closely monitors our cybersecurity program, including our strategy and cybersecurity policies and practices, against the cybersecurity threat landscape. As described above, our cybersecurity incident response plan provides a framework for a multidisciplinary team to prevent, detect, mitigate, and remediate cybersecurity-related risks and incidents.
Our CISO conducts regular reviews of the control environment and identifies those risks within the Enterprise Risk Management process to assess, monitor and control current and future potential risks facing the Company.
Our CISO conducts regular reviews of the control environment and identifies those risks within the Enterprise Risk Management process to assess, monitor and control current and future potential risks facing the Company. We are currently conducting a search for a new CISO and, pending its completion, our CTO will act as our CISO.
Removed
Our CISO has over 20 years of expertise in technology, cybersecurity, information security risk management, incident management and response and privacy and has held various roles in information security throughout his career.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeName and Location Number of Guestrooms and Suites Approximate Casino Square Footage (1) Slots (2) Gaming Tables (3) Las Vegas Strip Resorts: Aria (4) 5,497 145,000 1,274 129 Bellagio 3,933 154,000 1,262 153 The Cosmopolitan 3,032 112,000 1,150 107 MGM Grand Las Vegas (5) 6,731 144,000 1,236 106 Mandalay Bay (6) 4,750 155,000 942 68 Luxor 4,397 104,000 785 43 Excalibur 3,981 93,000 923 32 New York-New York 2,024 84,000 968 52 Park MGM (7) 2,898 66,000 767 61 Subtotal 37,243 1,057,000 9,307 751 Regional Operations: MGM Grand Detroit (Detroit, Michigan) (8) 400 151,000 2,405 113 Beau Rivage (Biloxi, Mississippi) 1,733 88,000 1,209 78 Borgata (Atlantic City, New Jersey) 2,727 220,000 2,362 118 MGM National Harbor (Prince George’s County, Maryland) (9) 308 159,000 2,293 161 MGM Springfield (Springfield, Massachusetts) (10) 240 106,000 1,528 47 MGM Northfield Park (Northfield, Ohio) — 78,000 1,594 — Empire City (Yonkers, New York) — 138,000 4,448 — Subtotal 5,408 940,000 15,839 517 MGM China: MGM Macau – (Macau S.A.R.) 585 251,000 961 340 MGM Cotai – (Macau S.A.R.) 1,418 264,000 972 410 Subtotal 2,003 515,000 1,933 750 Grand total 44,654 2,512,000 27,079 2,018 (1) Casino square footage is approximate and includes the gaming floor, race and sports, high limit areas and casino specific walkways, and excludes casino cage and other non-gaming space within the casino area, such as lounges.
Biggest changeName and Location Number of Guestrooms and Suites Approximate Casino Square Footage (1) Slots (2) Gaming Tables (3) Las Vegas Strip Resorts (11) : Aria (4) 5,497 145,000 1,250 127 Bellagio 3,933 154,000 1,281 154 The Cosmopolitan 3,032 112,000 1,104 102 MGM Grand Las Vegas (5) 6,488 144,000 1,234 105 Mandalay Bay (6) 4,750 153,000 921 57 Luxor 4,397 104,000 738 37 Excalibur 3,981 92,000 937 30 New York-New York 2,024 84,000 948 51 Park MGM (7) 2,898 66,000 755 60 Subtotal 37,000 1,054,000 9,168 723 Regional Operations (11) : MGM Grand Detroit (Detroit, Michigan) (8) 400 151,000 2,139 114 Beau Rivage (Biloxi, Mississippi) 1,727 90,000 1,223 79 Borgata (Atlantic City, New Jersey) 2,727 217,000 2,499 139 MGM National Harbor (Prince George’s County, Maryland) (9) 308 165,000 2,259 160 MGM Springfield (Springfield, Massachusetts) (10) 240 106,000 1,522 48 MGM Northfield Park (Northfield, Ohio) — 78,000 1,604 — Empire City (Yonkers, New York) — 138,000 4,503 — Subtotal 5,402 945,000 15,749 540 MGM China (12) : MGM Macau – (Macau S.A.R.) 595 251,000 1,044 345 MGM Cotai – (Macau S.A.R.) 1,418 264,000 1,001 405 Subtotal 2,013 515,000 2,045 750 Grand total 44,415 2,514,000 26,962 2,013 (1) Casino square footage is approximate and includes the gaming floor, race and sports, high limit areas and casino specific walkways, and excludes casino cage at our domestic properties and other non-gaming space within the casino area, such as lounges.
(5) Includes 1,728 rooms at The Signature at MGM Grand Las Vegas. (6) Includes 1,117 rooms at W Las Vegas and 424 rooms at the Four Seasons Hotel. (7) Includes 293 rooms at NoMad Las Vegas. (8) Our local investors have an ownership interest of approximately 3% of MGM Grand Detroit.
(5) Includes 1,728 rooms at The Signature at MGM Grand Las Vegas. (6) Includes 1,117 rooms at W Las Vegas and 424 rooms at the Four Seasons Hotel. (7) Includes 293 rooms at The Reserve at Park MGM. (8) Our local investors have an ownership interest of approximately 3% of MGM Grand Detroit.
ITEM 2. PROPERTIES We have provided certain information below about our properties as of December 31, 2024.
ITEM 2. PROPERTIES We have provided certain information below about our properties as of December 31, 2025.
(2) Includes slot machines, video poker machines and, except for MGM National Harbor, all other electronic gaming devices in service. (3) Includes blackjack (“21”), baccarat, craps, roulette,and other table games in service; does not include poker; includes dealer-assisted electronic gaming devices at MGM National Harbor. (4) Includes 1,495 condominium-hotel units at Vdara, which are predominantly utilized as company-owned hotel rooms.
(2) Includes slot machines, video poker machines and, except for MGM National Harbor, all other electronic gaming devices in service. (3) Includes table games in service; does not include poker at our domestic properties; includes dealer-assisted electronic gaming devices at MGM National Harbor. (4) Includes 1,495 condominium-hotel units at Vdara, which are predominantly utilized as company-owned hotel rooms.
(9) Our local investors have a non-voting economic interest in MGM National Harbor. (10) Our local investor has a non-voting economic interest in MGM Springfield. 32
(9) Our local investors have a non-voting economic interest in MGM National Harbor. (10) Our local investor has a non-voting economic interest in MGM Springfield. (11) The real estate assets and land underlying our Las Vegas Strip and Regional Operations properties are subject to triple net leases.
Added
(12) MGM Grand Paradise has MGM Macau and MGM Cotai land concession contracts with the government of Macau.
Added
Further, in connection with the expiration of the MGM Grand Paradise gaming subconcession on December 31, 2022, the casino areas of MGM Cotai and MGM Macau reverted, free of charge and without any encumbrances, to the Macau government, which is now the legal owner of the reverted gaming assets.
Added
On January 1, 2023 and in connection with the commencement of the gaming concession, the gaming assets were temporarily transferred to MGM Grand Paradise for the duration of the gaming concession in return for annual payments. 30

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe following performance graph shall not be deemed to be “ filed” for purposes of Section 18 of the Exchange Act, nor shall this information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference into a filing. 12/19 12/20 12/21 12/22 12/23 12/24 MGM Resorts International 100.00 95.53 136.10 101.71 135.53 105.11 Dow Jones US Total Return 100.00 120.40 152.31 122.76 155.32 193.29 S&P 500 100.00 118.40 152.39 124.79 157.59 197.02 Dow Jones US Gambling 100.00 89.66 78.17 58.28 75.96 75.79 The stock price performance included in this graph is not necessarily indicative of future stock price performance. 35 ITEM 6.
Biggest changeThe following performance graph shall not be deemed to be “ filed” for purposes of Section 18 of the Exchange Act, nor shall this information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference into a filing. 12/20 12/21 12/22 12/23 12/24 12/25 MGM Resorts International 100.00 142.47 106.47 141.87 110.02 115.86 Dow Jones US Total Return 100.00 126.50 101.96 129.00 160.54 188.41 S&P 500 100.00 128.71 105.40 133.10 166.40 196.16 Dow Jones US Gambling 100.00 87.18 65.00 84.71 84.53 81.82 The stock price performance included in this graph is not necessarily indicative of future stock price performance. 33 ITEM 6.
All shares we repurchased during the quarter ended December 31, 2024 were purchased pursuant to our publicly announced stock repurchase plans and have been retired. 34 PERFORMANCE GRAPH The graph below matches our cumulative 5-year total shareholder return on common stock with the cumulative total returns of the Dow Jones US Total Return index, the S&P 500 index and the Dow Jones US Gambling index.
All shares we repurchased during the quarter ended December 31, 2025 were purchased pursuant to our publicly announced stock repurchase plans and have been retired. 32 PERFORMANCE GRAPH The graph below matches our cumulative 5-year total shareholder return on common stock with the cumulative total returns of the Dow Jones US Total Return index, the S&P 500 index and the Dow Jones US Gambling index.
The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends as required by the SEC) from December 31, 2019 to December 31, 2024. The return shown on the graph is not necessarily indicative of future performance.
The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends as required by the SEC) from December 31, 2020 to December 31, 2025. The return shown on the graph is not necessarily indicative of future performance.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Common Stock Information Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “MGM.” There were approximately 2,701 record holders of our common stock as of February 13, 2025.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Common Stock Information Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “MGM.” There were approximately 2,347 record holders of our common stock as of February 9, 2026.
Purchases of Equity Securities by the Issuer The following table provides information about share repurchases of our common stock during the quarter ended December 31, 2024: Period Total Number of Shares Purchased Average Price Paid per Share (1) Total Number of Shares Purchased as Part of a Publicly Announced Program Dollar Value of Shares that May Yet be Purchased Under the Program (1) (In thousands) October 1, 2024 — October 31, 2024 — $ — — $ 946,039 November 1, 2024 — November 30, 2024 — $ — — $ 946,039 December 1, 2024 — December 31, 2024 3,712,075 $ 35.07 3,712,075 $ 815,841 (1) In accordance with applicable disclosure requirements, the “Average Price Paid per Share” figures presented above are calculated on an execution date (trade date) basis and exclude commissions and other expenses, such as excise taxes.
Purchases of Equity Securities by the Issuer The following table provides information about share repurchases of our common stock during the quarter ended December 31, 2025: Period Total Number of Shares Purchased Average Price Paid per Share (1) Total Number of Shares Purchased as Part of a Publicly Announced Program Dollar Value of Shares that May Yet be Purchased Under the Program (1) (In thousands) October 1, 2025 — October 31, 2025 1,139,400 $ 31.72 1,139,400 $ 2,086,167 November 1, 2025 — November 30, 2025 9,629,140 $ 32.27 9,629,140 $ 1,775,455 December 1, 2025 — December 31, 2025 4,738,900 $ 36.94 4,738,900 $ 1,600,390 (1) In accordance with applicable disclosure requirements, the “Average Price Paid per Share” figures presented above are calculated on an execution date (trade date) basis and exclude commissions and other expenses, such as excise taxes.
The amount authorized for the plan excludes other expenses, such as excise taxes. In November 2023, we announced that the Board of Directors had authorized a $2.0 billion stock repurchase plan. Under the stock repurchase plan, we may repurchase shares from time to time in the open market or in privately negotiated agreements.
In November 2023, we announced that the Board of Directors had authorized a $2.0 billion stock repurchase plan, and in April 2025, we announced that the Board of Directors had authorized a $2.0 billion stock repurchase plan. Under the stock repurchase plans, we may repurchase shares from time to time in the open market or in privately negotiated agreements.
Figures presented under “Dollar Value of Shares that May Yet be Purchased Under the Program” indicate the total amount of authorized capacity remaining in accordance with the terms of the applicable share repurchase plan. The amount authorized under the November 2023 $2.0 billion stock repurchase plan excludes the cost of commissions.
Figures presented under “Dollar Value of Shares that May Yet be Purchased Under the Program” indicate the total amount of authorized capacity remaining in accordance with the terms of the applicable share repurchase plan, which excludes the cost of commissions and other expenses, such as excise taxes.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeItem 6. Reserved 36 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 36 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 51 Item 8. Financial Statements and Supplementary Data 53 Consolidated Financial Statements 57 Notes to Consolidated Financial Statements 62
Biggest changeItem 6. Reserved 34 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 34 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 49 Item 8. Financial Statements and Supplementary Data 51 Consolidated Financial Statements 55 Notes to Consolidated Financial Statements 60

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe decrease was due primarily to the $399 million gain in the prior year period related to the sale of the operations of Gold Strike Tunica recorded in property transactions, net, an increase in payroll related expenses, gaming taxes, and promotional expense, partially offset by the increase in net revenues discussed above. 38 Net Revenues by Segment The following table presents a detail by segment of net revenues: Year Ended December 31, 2024 2023 2022 (In thousands) Las Vegas Strip Resorts Casino $ 1,960,146 $ 2,127,612 $ 2,104,096 Rooms 3,159,497 3,027,668 2,729,715 Food and beverage 2,356,718 2,289,812 2,125,738 Entertainment, retail and other 1,339,752 1,354,054 1,438,823 8,816,113 8,799,146 8,398,372 Regional Operations Casino 2,737,778 2,712,205 2,901,072 Rooms 304,322 296,100 284,213 Food and beverage 456,129 440,002 429,188 Entertainment, retail and other 222,093 222,002 201,412 3,720,322 3,670,309 3,815,885 MGM China Casino 3,496,697 2,787,837 567,573 Rooms 217,798 177,158 43,216 Food and beverage 265,883 161,669 49,312 Entertainment, retail and other 42,006 26,945 13,492 4,022,384 3,153,609 673,593 MGM Digital Casino 552,012 432,146 133,435 Reportable segment net revenues 17,110,831 16,055,210 13,021,285 Corporate and other 129,714 109,039 106,200 $ 17,240,545 $ 16,164,249 $ 13,127,485 Las Vegas Strip Resorts Las Vegas Strip Resorts net revenues for 2024 were flat compared to 2023 due primarily to an increase in rooms revenue and food and beverage revenue in the current year period, offset by a decrease in casino revenue, each discussed below.
Biggest changeDepreciation and amortization expense increased $186 million compared to the prior year period due primarily to recently completed capital projects. 36 Net Revenues by Segment The following table presents a detail by segment of net revenues: Year Ended December 31, 2025 2024 2023 (In thousands) Las Vegas Strip Resorts Casino $ 2,013,701 $ 1,960,146 $ 2,127,612 Rooms 2,880,685 3,159,497 3,027,668 Food and beverage 2,260,651 2,356,718 2,289,812 Entertainment, retail and other 1,286,466 1,339,752 1,354,054 8,441,503 8,816,113 8,799,146 Regional Operations Casino 2,772,734 2,737,778 2,712,205 Rooms 307,959 304,322 296,100 Food and beverage 461,549 456,129 440,002 Entertainment, retail and other 230,091 222,093 222,002 3,772,333 3,720,322 3,670,309 MGM China Casino 3,909,643 3,496,697 2,787,837 Rooms 188,757 217,798 177,158 Food and beverage 323,764 265,883 161,669 Entertainment, retail and other 39,579 42,006 26,945 4,461,743 4,022,384 3,153,609 MGM Digital Casino 654,190 552,012 432,146 Reportable segment net revenues 17,329,769 17,110,831 16,055,210 Corporate and other 207,914 129,714 109,039 $ 17,537,683 $ 17,240,545 $ 16,164,249 Las Vegas Strip Resorts Las Vegas Strip Resorts net revenues decreased 4% for 2025 compared to 2024 due primarily to a decrease in rooms revenue and food and beverage revenue, partially offset by an increase in casino revenue, each discussed below.
Accordingly, while we believe that Consolidated Adjusted EBITDA is a relevant measure of performance, Consolidated Adjusted EBITDA should not be construed as an alternative to or substitute for operating income or net income as an indicator of our performance, or as an alternative or substitute for cash flows from operating activities as a measure of liquidity.
Accordingly, while we believe that Consolidated Adjusted EBITDA is a relevant measure of performance, Consolidated Adjusted EBITDA should not be construed as an alternative to or substitute for operating income or net income as an indicator of our performance, or as an alternative to or substitute for cash flows from operating activities as a measure of liquidity.
“Win” or “hold” percentages represent the net amount of gaming wins and losses in relation to table games drop or slot handle; and • Hotel revenue indicators (for Las Vegas Strip Resorts) – hotel occupancy (a volume indicator); average daily rate (“ADR,” a price indicator); and revenue per available room (“RevPAR,” a summary measure of hotel results, combining ADR and occupancy rate).
“Win” or “hold” percentages represent the net amount of gaming wins and losses in relation to table games drop or slot handle; and 35 • Hotel revenue indicators (for Las Vegas Strip Resorts) – hotel occupancy (a volume indicator); average daily rate (“ADR,” a price indicator); and revenue per available room (“RevPAR,” a summary measure of hotel results, combining ADR and occupancy rate).
Our principal debt arrangements are not guaranteed by MGM Grand Detroit, LLC, MGM National Harbor, LLC, Blue Tarp reDevelopment, LLC (d/b/a MGM Springfield), MGM Sports & Interactive Gaming, LLC (the entity that holds our 50% interest in BetMGM North America Venture), MGM CEE Holdco, LLC (the entity that holds our consolidated digital gaming subsidiaries, including LeoVegas), and each of their respective subsidiaries.
Our 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.
Key Performance Indicators Key performance indicators related to gaming and hotel revenue are: • Gaming revenue indicators: table games drop, which is the total amount of cash and net markers issued and deposited into the drop box, and slot handle, which is the gross amount wagered in slot machines, (volume 37 indicators); “win” or “hold” percentage, which is not fully controllable by us.
Key Performance Indicators Key performance indicators related to gaming and hotel revenue are: • Gaming revenue indicators: table games drop, which is the total amount of cash and net markers issued and deposited into the drop box, and slot handle, which is the gross amount wagered in slot machines, (volume indicators); “win” or “hold” percentage, which is not fully controllable by us.
In August 2024, MGM China’s Board of Directors declared a special dividend of $173 million, which was paid in October 2024, of which we received approximately $97 million and noncontrolling interests received approximately $76 million. 47 Other Factors Affecting Liquidity and Anticipated Uses of Cash We require a certain amount of cash on hand to operate our businesses.
In August 2024, MGM China’s Board of Directors declared a special dividend of $173 million, which was paid in October 2024, of which we received approximately $97 million and noncontrolling interests received approximately $76 million. Other Factors Affecting Liquidity and Anticipated Uses of Cash We require a certain amount of cash on hand to operate our businesses.
Future cash flow estimates are, by their nature, subjective and actual results may differ materially from our estimates. On a quarterly basis, we review our major long-lived assets to determine if events have occurred or circumstances exist that indicate a potential impairment.
Future cash flow estimates are, by their nature, subjective and actual results may differ materially from our estimates. 47 On a quarterly basis, we review our major long-lived assets to determine if events have occurred or circumstances exist that indicate a potential impairment.
In 2024, we made payments of $1.2 billion in capital expenditures, as further discussed below, contributed $182 million to unconsolidated affiliates, paid $114 million related to acquisitions, net of cash acquired, and received $223 million related to net short-term investments in debt securities.
In comparison, in 2024, we made payments of $1.2 billion in capital expenditures, as further discussed below, contributed $182 million to unconsolidated affiliates, paid $114 million related to acquisitions, net of cash acquired, and received $223 million related to net short-term investments in debt securities.
Markers are generally legally enforceable instruments in the United States and Macau. Markers are not legally enforceable instruments in some foreign countries, but the United States assets of foreign customers may be reached to satisfy judgments entered in the United States.
Markers are generally legally enforceable instruments in the United States and Macau. Markers are not legally enforceable instruments in some foreign countries, but the United States assets of foreign customers may be reached to satisfy judgments entered in 46 the United States.
Borrowings and Repayments of Long-term Debt In 2024, we had net borrowings of debt of $29 million, which primarily consisted of: • the issuance of our $750 million 6.5% notes due 2032, of which the proceeds were used to repay our $750 million of aggregate principal amount of our 6.75% notes due 2025; • the issuance of our $850 million 6.125% notes due 2029, of which the proceeds were used to repay our $675 million 5.75% notes due 2025 at a redemption price of 100.607%, with the remainder primarily used for general corporate purposes; • the issuance of MGM China’s $500 million 7.125% notes due 2031, of which the proceeds were used to partially repay draws on its first revolving credit facility, which had funded the repayment of MGM China’s $750 million 5.375% notes due 2024; and • the net borrowings of $104 million on MGM China’s first revolving credit facility.
In 2024, we had net borrowings of debt of $29 million, which primarily consisted of: • the issuance of our $750 million 6.5% notes due 2032, of which the proceeds were used to repay our $750 million of aggregate principal amount of our 6.75% notes due 2025; • the issuance of our $850 million 6.125% notes due 2029, of which the proceeds were used to repay our $675 million 5.75% notes due 2025 at a redemption price of 100.607%, with the remainder primarily used for general corporate purposes; • the issuance of MGM China’s $500 million 7.125% notes due 2031, of which the proceeds were used to partially repay draws on its first revolving credit facility, which had funded the repayment of MGM China’s $750 million 5.375% notes due 2024; and • the net borrowings of $104 million on MGM China’s first revolving credit facility.
For our 2024 annual impairment tests, we either utilized the option to perform a qualitative (“step zero”) analysis and concluded it was more likely than not that fair value exceeded carrying value or we elected to perform a quantitative analysis and fair value exceeded carrying value by a substantial margin.
For our 2025 annual impairment tests, we either utilized the option to perform a qualitative (“step zero”) analysis and concluded it was more likely than not that fair value exceeded carrying value or we elected to perform a quantitative analysis and fair value exceeded carrying value by a substantial margin.
See Note 4 and Note 11 for discussion of the transaction and lease, respectively. • In June 2022, the Macau government enacted a new gaming law that provides for material changes to the legal form of gaming concessions in Macau, including discontinuing and prohibiting gaming subconcessions subsequent to their expiration, and also includes material changes to the rights and obligations provided for under the new gaming concessions that were awarded in the public tender that concluded in December 2022, such as limiting the term of concessions to a maximum of 10 years.
See Note 11 for discussion of the lease. • In June 2022, the Macau government enacted a new gaming law that provides for material changes to the legal form of gaming concessions in Macau, including discontinuing and prohibiting gaming subconcessions subsequent to their expiration, and also includes material changes to the rights and obligations provided for under the new gaming concessions that were awarded in the public tender that concluded in December 2022, such as limiting the term of concessions to a maximum of 10 years.
We are also required as of December 31, 2024 to make annual contractual cash rent payments of $1.8 billion over the next twelve months under triple net lease agreements, which triple net leases are also subject to annual escalators and also require us to pay substantially all costs associated with the lease, including real estate taxes, ground lease payments, insurance, utilities and routine maintenance (with each lease obligating us to spend a specified percentage of net revenues at the properties on capital expenditures), in addition to the annual cash rent.
We are also required as of December 31, 2025 to make annual contractual cash rent payments of $1.8 billion to our landlords over the next twelve months under triple net lease agreements, which triple net leases are also subject to annual escalators and also require us to pay substantially all costs associated with the lease, including real estate taxes, ground lease payments, insurance, utilities and routine maintenance (with each lease obligating us to spend a specified percentage of net revenues at the properties on capital expenditures), in addition to the annual cash rent.
Funds are swept from the accounts at most of our domestic properties daily into central bank accounts, and excess funds are invested overnight or are used to repay amounts drawn under our revolving credit facilities.
Funds are swept from the accounts at most of our domestic properties daily into central bank accounts, and excess funds are invested overnight or are used to repay amounts drawn under our revolving credit facility.
A significant amount of our property and equipment was acquired through business combinations and was therefore recognized at fair value at the acquisition date. Maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred.
A significant amount of our property and equipment was acquired through business combinations and was therefore recognized at fair value at the acquisition date. Maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its life are expensed as incurred.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This management’s discussion and analysis of financial condition and results of operations includes discussion as of and for the year ended December 31, 2024 compared to December 31, 2023.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This management’s discussion and analysis of financial condition and results of operations includes discussion as of and for the year ended December 31, 2025 compared to December 31, 2024.
In December 2021, we and ORIX formed a venture, Osaka IR KK, through which we plan to develop the integrated resort. On April 27, 2022, we, together with Osaka prefecture/city, Osaka IR KK, and ORIX, submitted an ADP to Japan’s central government.
In December 2021, we and ORIX formed a venture, MGM Osaka, through which we plan to develop the integrated resort. On April 27, 2022, we, together with Osaka prefecture/city, MGM Osaka, and ORIX, submitted an ADP to Japan’s central government.
Our investing cash flows can fluctuate significantly from year to year depending on our decisions with respect to strategic capital investments in new or existing properties, business acquisitions or dispositions, and the timing of maintenance capital expenditures to maintain the quality of our properties.
Our investing cash flows can fluctuate significantly from year to year depending on our decisions with respect to strategic capital investments, business acquisitions or dispositions, and the timing of maintenance capital expenditures to maintain the quality of our properties.
Trends in our operating cash flows tend to follow trends in operating income, excluding non-cash charges, but can be affected by changes in working capital, the timing of significant interest payments, and tax payments or refunds . Cash provided by operating activities was $2.4 billion in 2024 compared to $2.7 billion in 2023.
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 $2.5 billion in 2025 compared to $2.4 billion in 2024.
Capital expenditures related to regular investments in our existing properties can also vary depending on timing of larger remodel projects related to our public spaces and hotel rooms . Cash used in investing activities was $1.3 billion in 2024 compared to $714 million in 2023 .
Capital expenditures related to regular investments in our existing properties can also vary depending on timing of larger remodel projects related to our public spaces and hotel rooms . Cash used in investing activities was $1.1 billion in 2025 compared to $1.3 billion in 2024 .
Certain jurisdictions in which we operate have enacted legislation commencing in 2024 as well as future years influenced by the OECD Pillar Two framework, including a minimum tax rate of 15%. The enacted tax laws with respect to Pillar Two have not materially impacted our current year financial results and are not expected to materially impact future financial results.
Certain jurisdictions in which we operate have enacted legislation influenced by the OECD Pillar Two framework, including a minimum tax rate of 15%. The enacted tax laws with respect to Pillar Two have not materially impacted our current year financial results and are not expected to materially impact future financial results.
At December 31, 2024, a 100 basis-point change in the loss reserve as a percentage of casino receivables would change income before income taxes by $6 million. Fixed Asset Capitalization Property and equipment are stated at cost.
At December 31, 2025, a 100 basis point change in the loss reserve as a percentage of casino receivables would change income before income taxes by $7 million. Fixed Asset Capitalization Property and equipment are stated at cost.
Operating Results – Details of Certain Charges Property transactions, net consisted of the following: Year Ended December 31, 2024 2023 2022 (In thousands) Gain on sale of the operations of Gold Strike Tunica $ — $ (398,787) $ — Gain on sale of the operations of The Mirage — — (1,066,784) Other property transactions, net 81,316 28,274 29,787 $ 81,316 $ (370,513) $ (1,036,997) See Note 16 to the accompanying consolidated financial statements for discussion of property transactions, net.
Operating Results – Details of Certain Charges Property transactions, net consisted of the following: Year Ended December 31, 2025 2024 2023 (In thousands) Gain on sale of the operations of Gold Strike Tunica $ — $ — $ (398,787) Other property transactions, net 126,036 81,316 28,274 $ 126,036 $ 81,316 $ (370,513) See Note 16 to the accompanying consolidated financial statements for discussion of property transactions, net.
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.
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.
We are unable to predict when and how Pillar Two will be enacted into law or modified to align with OECD guidance in the jurisdictions in which we operate. It is possible that Pillar Two legislative changes could have a material impact on future financial results.
We are unable to predict when and how Pillar Two will be enacted into law or modified to align with OECD guidance in the jurisdictions in which we operate. It is possible that Pillar Two legislative changes could have a material impact on future financial results. We will continue to monitor worldwide regulatory developments as additional guidance is released.
The following table shows key statistics related to our casino receivables: December 31, 2024 2023 (In thousands) Casino receivables $ 603,307 $ 567,766 Loss reserve for casino accounts receivable 121,282 112,905 Loss reserve as a percentage of casino accounts receivable 20 % 20 % Because individual customer account balances can be significant, the loss reserve and credit losses can change significantly between periods, as information about a certain customer becomes known or as changes in economic conditions occur.
The following table shows key statistics related to our casino receivables: December 31, 2025 2024 (In thousands) Casino receivables $ 718,117 $ 603,307 Loss reserve for casino accounts receivable 129,289 121,282 Loss reserve as a percentage of casino accounts receivable 18 % 20 % Because individual customer account balances can be significant, the loss reserve and credit losses can change significantly between periods, as information about a certain customer becomes known or as changes in economic conditions occur.
We review goodwill and indefinite-lived intangible assets at least annually and between annual test dates in certain circumstances. We perform our annual impairment test for indefinite-lived intangible assets in the fourth quarter of each fiscal year. Indefinite-lived intangible assets consist primarily of license rights and trademarks.
We review goodwill and indefinite-lived intangible assets at least annually and between annual test dates in certain circumstances. We perform our annual impairment tests in the fourth quarter of each fiscal year.
Segment Adjusted EBITDAR and Consolidated Adjusted EBITDA The following table presents Segment Adjusted EBITDAR and Consolidated Adjusted EBITDA. Segment Adjusted EBITDAR is our reportable segment generally accepted accounting principles (“GAAP”) measure, which we utilize as the primary profit measure for our reportable segments.
Corporate and other Corporate and other revenue includes other corporate operations and management services. Segment Adjusted EBITDAR and Consolidated Adjusted EBITDA The following table presents Segment Adjusted EBITDAR and Consolidated Adjusted EBITDA. Segment Adjusted EBITDAR is our reportable segment generally accepted accounting principles (“GAAP”) measure, which we utilize as the primary profit measure for our reportable segments.
In comparison, in the prior year period, we had net repayments of debt of $2.4 billion, as further discussed below, paid $2.3 billion for repurchases of our common stock, and distributed $177 million to noncontrolling interest owners.
In comparison, in the prior year period, we had net borrowings of debt of $29 million, as further discussed below, paid $1.4 billion for repurchases of our common stock, and distributed $189 million to noncontrolling interest owners.
Subsequent to December 31, 2024, we repurchased approximately 9 million shares of our common stock for an aggregate amount of $307 million, excluding excise tax . Repurchased shares were retired.
Subsequent to December 31, 2025, we repurchased approximately 2 million shares of our common stock for an aggregate amount of $89 million, excluding excise tax . Repurchased shares were retired.
We continue to explore potential development or investment opportunities, such as expanding our global online gaming presence and pursuing a commercial gaming facility in New York, which may require cash commitments in the future.
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.
In connection with those repurchases, the February 2023 $2.0 billion stock repurchase plan was completed. The remaining availability under the November 2023 $2.0 billion stock repurchase plan was $826 million as of December 31, 2024. In 2023, we paid $2.3 billion 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 $1.6 billion as of December 31, 2025. In 2024, we paid $1.4 billion relating to repurchases of our common stock pursuant to our stock repurchase plans. In connection with those repurchases, the February 2023 $2.0 billion stock repurchase plan was completed.
For additional information related to our long-term obligations, refer to the maturities of long-term debt table in Note 9, the lease liability maturity table in Note 11, and the discussion regarding commitments and contingencies in Note 12.
For additional information related to our long-term obligations, refer to the maturities of long-term debt table in Note 9, the lease liability maturity table in Note 11, and the discussion regarding commitments and contingencies in Note 12. Principal Debt Arrangements See Note 9 to the accompanying consolidated financial statements for information regarding our debt agreements.
At closing, the master lease with VICI was amended to remove The Mirage and reflect a $90 million reduction in annual cash rent.
At closing, the master lease with VICI was amended to remove Gold Strike Tunica and reflect a $40 million reduction in annual cash rent.
Triple net lease rent expense is the expense for rent to landlords under triple net operating leases for its domestic properties, the ground subleases of Beau Rivage and National Harbor, and the land concessions at MGM China. “Segment Adjusted EBITDAR margin” is Segment Adjusted EBITDAR divided by related segment net revenues.
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.
As of December 31, 2024, we had cash and cash equivalents of $2.4 billion, of which MGM China held $684 million, and we had $6.4 billion in principal amount of indebtedness, including $3.0 billion related to MGM China.
As of December 31, 2025, we had cash and cash equivalents of $2.1 billion, of which MGM China held $565 million, and we had $6.3 billion in principal amount of indebtedness, including $2.5 billion related to MGM China.
Other, net in 2024 was primarily comprised of foreign currency transaction gain of $129 million primarily related to USD denominated debt held by a foreign subsidiary, interest and dividend income of $81 million, and loss related to foreign currency contracts of $116 million.
Other income, net in 2024 was primarily comprised of foreign currency transaction gain of $129 million, interest and dividend income of $81 million, and a net loss related to derivatives of $116 million.
Segment Adjusted EBITDAR is a measure defined as earnings before interest and other non-operating income (expense), income taxes, depreciation and amortization, preopening and start-up expenses, property transactions, net, triple net lease rent expense, loss from unconsolidated affiliates, and also excludes gain on REIT transactions, net as well as corporate expense and stock compensation expense, which are not allocated to each operating segment, and rent expense related to the master lease with MGP that eliminated in consolidation.
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.
Capital Expenditures In 2024, we made capital expenditures of $1.2 billion, of which $149 million related to MGM China and is inclusive of capital expenditures relating to the gaming concession investment . Capital expenditures primarily related to information technology and room and venue remodels.
Capital Expenditures In 2025, we made capital expenditures of $1.1 billion, of which $195 million related to MGM China and is inclusive of capital expenditures relating to the gaming concession investment . Capital expenditures primarily related to room remodels, casino floor remodels and equipment, and information technology.
Discussion of our financial condition and results of operations as of and for the year ended December 31, 2023 compared to December 31, 2022 can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”) on February 23, 2024 , with the exception of our MGM Digital segment, for which discussion as of and for the year ended December 31, 2023 compared to December 31, 2022 has been included below .
Discussion of our financial condition and results of operations as of and for the year ended December 31, 2024 compared to December 31, 2023 can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (“SEC”) on February 18, 2025.
Las Vegas Strip Resorts casino revenue decreased 8% in 2024 compared to 2023 due primarily to a decrease in table games drop and win percentage. 39 The following table shows key gaming statistics for our Las Vegas Strip Resorts: Year Ended December 31, 2024 2023 2022 (Dollars in millions) Table games drop $ 6,028 $ 6,215 $ 5,804 Table games win $ 1,472 $ 1,636 $ 1,391 Table games win % 24.4 % 26.3 % 24.0 % Slot handle $ 23,840 $ 23,920 $ 22,812 Slot win $ 2,240 $ 2,224 $ 2,127 Slot win % 9.4 % 9.3 % 9.3 % Las Vegas Strip Resorts rooms revenue increased 4% in 2024 compared to 2023 due primarily to an increase in RevPAR.
Las Vegas Strip Resorts casino revenue increased 3% for 2025 compared to 2024 due primarily to an increase in tables games drop and win percentage and an increase in slot handle. 37 The following table shows key gaming statistics for our Las Vegas Strip Resorts: Year Ended December 31, 2025 2024 2023 (Dollars in millions) Table games drop $ 6,127 $ 6,028 $ 6,215 Table games win $ 1,541 $ 1,472 $ 1,636 Table games win % 25.2 % 24.4 % 26.3 % Slot handle $ 24,565 $ 23,840 $ 23,920 Slot win $ 2,306 $ 2,240 $ 2,224 Slot win % 9.4 % 9.4 % 9.3 % Las Vegas Strip Resorts rooms revenue decreased 9% in 2025 compared to 2024 due primarily to a decrease in RevPAR and the impact from the room remodel at MGM Grand Las Vegas.
In addition, the obligations of each subsidiary guarantor under its guarantee are limited so as not to constitute a fraudulent conveyance under applicable law, which may eliminate the subsidiary guarantor’s obligations or reduce such obligations to an amount that effectively makes the subsidiary guarantee lack value. 45 The summarized financial information of us and our guarantor subsidiaries, on a combined basis, is presented below.
In addition, the obligations of each subsidiary guarantor under its guarantee are limited so as not to constitute a fraudulent conveyance under applicable law, which may eliminate the subsidiary guarantor’s obligations or reduce such obligations to an amount that effectively makes the subsidiary guarantee lack value.
The decrease from the prior year was due primarily to changes in working capital primarily related to payroll liabilities, gaming taxes, and payables, partially offset by the increase in Segment Adjusted EBITDAR at MGM China discussed within the Results of Operations section above and a decrease in cash paid for interest and income taxes. Investing activities.
The increase from the prior year was due primarily to the change in cash paid (refunded) for income taxes, an increase in Segment Adjusted EBITDAR at MGM China, and changes in net working capital, partially offset by a decrease in Segment Adjusted EBITDAR at our Las Vegas Strip Resorts discussed within the Results of Operations section above. Investing activities.
In addition, other companies in the gaming and hospitality industries that report Consolidated Adjusted EBITDA may calculate Consolidated Adjusted EBITDA in a different manner and such differences may be material.
In addition, other companies in the gaming and hospitality industries that report Consolidated Adjusted EBITDA may calculate Consolidated Adjusted EBITDA in a different manner and such differences may be material. A reconciliation of GAAP net income to Consolidated Adjusted EBITDA is included herein.
Our foreign subsidiaries, including MGM China and its subsidiaries, are also not guarantors of our principal debt arrangements. In the event that any subsidiary is no longer a guarantor of our credit facility or any of our future capital markets indebtedness, that subsidiary will be released and relieved of its obligations to guarantee our existing senior notes.
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 following table shows key hotel statistics for our Las Vegas Strip Resorts: Year Ended December 31, 2024 2023 2022 Occupancy 94 % 93 % 89 % Average daily rate (ADR) $ 260 $ 256 $ 229 Revenue per available room (RevPAR) $ 245 $ 237 $ 203 Las Vegas Strip Resorts food and beverage revenue increased 3% in 2024 compared to 2023 due primarily to an increase in catering and banquet revenue.
The following table shows key hotel statistics for our Las Vegas Strip Resorts: Year Ended December 31, 2025 2024 2023 Occupancy 92 % 94 % 93 % Average daily rate (ADR) $ 249 $ 260 $ 256 Revenue per available room (RevPAR) $ 229 $ 245 $ 237 Las Vegas Strip Resorts food and beverage revenue decreased 4% in 2025 compared to 2024 due primarily to a decrease in restaurant covers.
In connection with those repurchases, the March 2022 $2.0 billion stock repurchase plan was completed. 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.
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.
On April 14, 2023, we announced that the Japanese government officially certified the ADP, and, in September 2023, Osaka IR KK signed an agreement with Osaka to implement the ADP.
On April 14, 2023, we announced that the Japanese government officially certified the ADP, and, in September 2023, MGM Osaka signed an agreement with Osaka to implement the ADP. Preliminary construction began on the site of the future resort in 2024.
Consolidated operating income decreased 21% in 2024 compared to 2023.
Consolidated operating income decreased 33% in 2025 compared to 2024.
A reconciliation of GAAP net income to Consolidated Adjusted EBITDA is included herein. 44 The following table presents a reconciliation of net income attributable to MGM Resorts International to Consolidated Adjusted EBITDA: Year Ended December 31, 2024 2023 2022 (In thousands) Net income attributable to MGM Resorts International $ 746,558 $ 1,142,180 $ 1,473,093 Plus: Net income (loss) attributable to noncontrolling interests 318,050 172,744 (1,266,362) Net income 1,064,608 1,314,924 206,731 Provision for income taxes 52,457 157,839 697,068 Income before income taxes 1,117,065 1,472,763 903,799 Non-operating (income) expense Interest expense, net of amounts capitalized 443,230 460,293 594,954 Non-operating items from unconsolidated affiliates 734 1,032 23,457 Other, net (70,573) (42,591) (82,838) 373,391 418,734 535,573 Operating income 1,490,456 1,891,497 1,439,372 Preopening and start-up expenses 7,972 415 1,876 Property transactions, net 81,316 (370,513) (1,036,997) Depreciation and amortization 831,097 814,128 3,482,050 Gain on REIT transactions, net — — (2,277,747) Consolidated Adjusted EBITDA $ 2,410,841 $ 2,335,527 $ 1,608,554 Guarantor Financial Information As of December 31, 2024, all of our principal debt arrangements are guaranteed by each of our wholly owned material domestic subsidiaries that guarantee our senior credit facility.
The following table presents a reconciliation of net income attributable to MGM Resorts International to Consolidated Adjusted EBITDA: Year Ended December 31, 2025 2024 2023 (In thousands) Net income attributable to MGM Resorts International $ 205,862 $ 746,558 $ 1,142,180 Plus: Net income attributable to noncontrolling interests 315,010 318,050 172,744 Net income 520,872 1,064,608 1,314,924 Provision (benefit) for income taxes (240,093) 52,457 157,839 Income before income taxes 280,779 1,117,065 1,472,763 Non-operating (income) expense Interest expense, net of amounts capitalized 419,042 443,230 460,293 Non-operating items from unconsolidated affiliates (1,135) 734 1,032 Other, net 303,094 (70,573) (42,591) 721,001 373,391 418,734 Operating income 1,001,780 1,490,456 1,891,497 Preopening and start-up expenses 1,086 7,972 415 Property transactions, net 126,036 81,316 (370,513) Goodwill impairment 278,927 — — Depreciation and amortization 1,017,794 831,097 814,128 Consolidated Adjusted EBITDA $ 2,425,623 $ 2,410,841 $ 2,335,527 42 Guarantor Financial Information As of December 31, 2025, all of our registered principal debt arrangements are guaranteed by each of our wholly owned material domestic subsidiaries that guarantee our senior credit facilities.
See Note 4 and Note 11 in the accompanying consolidated financial statements for discussion of the transaction and lease, respectively. • On May 17, 2022, we acquired the operations of The Cosmopolitan for cash consideration of $1.625 billion, plus working capital adjustments, for a total purchase price of approximately $1.7 billion.
See Note 11 for discussion of the lease. • On May 17, 2022, we acquired the operations of The Cosmopolitan for cash consideration of $1.625 billion, plus working capital adjustments, for a total purchase price of approximately $1.7 billion. Additionally, we entered into a lease agreement for the real estate assets of The Cosmopolitan.
In December 2022, we were awarded a new gaming concession, which permits the operation of games of chance or other games in casinos in Macau, commencing on January 1, 2023. • On September 7, 2022, we acquired LeoVegas through a tender offer at a cash price of SEK 61 per share, for a total fair value of equity interests acquired of approximately $556 million, inclusive of cash settlement of equity awards.
In December 2022, we were awarded a new gaming concession, which permits the operation of games of chance or other games in casinos in Macau, commencing on January 1, 2023. 34 • On September 7, 2022, we acquired LeoVegas through a tender offer at a cash price of SEK61 per share, for a total fair value of equity interests acquired of approximately $556 million, inclusive of cash settlement of equity awards. • On December 19, 2022, we completed the sale of the operations of The Mirage to an affiliate of Seminole Hard Rock Entertainment, Inc. for cash consideration of $1.075 billion, or $1.1 billion, net of purchase price adjustments and transaction costs.
Income taxes The following table summarizes information related to our income taxes: Year Ended December 31, 2024 2023 2022 (In thousands) Income before income taxes $ 1,117,065 $ 1,472,763 $ 903,799 Provision for income taxes (52,457) (157,839) (697,068) Effective income tax rate 4.7 % 10.7 % 77.1 % Federal, state and foreign income taxes paid, net of refunds $ 266,996 $ 344,397 $ 22,955 Our effective rate for 2024 was favorably impacted primarily by an increase in Macau gaming profits which are exempt from complementary tax and a decrease in the valuation allowance for Macau deferred tax assets.
Income taxes The following table summarizes information related to our income taxes: Year Ended December 31, 2025 2024 2023 (In thousands) Income before income taxes $ 280,779 $ 1,117,065 $ 1,472,763 Benefit (provision) for income taxes 240,093 (52,457) (157,839) Effective income tax rate (85.5) % 4.7 % 10.7 % Income taxes paid (refunds received), net $ (34,619) $ 266,996 $ 344,397 Our effective tax rate for 2025 was favorably impacted primarily by a decrease in the valuation allowance on foreign tax credit carryforwards and the mix of U.S. and foreign earnings, including Macau gaming profits which are exempt from complementary tax.
We will continue to monitor worldwide regulatory developments as additional guidance is released. 43 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.
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.
The decrease from 2023 is due primarily to a decrease in weighted average outstanding debt. See Note 9 to the accompanying consolidated financial statements for discussion on long-term debt and see “Liquidity and Capital Resources” for discussion on issuances and repayments of long-term debt. Other, net Other income, net was $71 million in 2024 compared to $43 million in 2023.
See Note 9 to the accompanying consolidated financial statements for discussion on long-term debt and see “Liquidity and Capital Resources” for discussion on issuances and repayments of long-term debt. 40 Other, net Other, net was expense of $303 million in 2025 and income of $71 million in 2024.
Year Ended December 31, 2024 2023 2022 (In thousands) Las Vegas Strip Resorts $ 3,106,543 $ 3,190,486 $ 3,142,308 Regional Operations 1,143,556 1,133,196 1,294,630 MGM China 1,087,126 866,889 (203,136) MGM Digital (77,227) (32,424) 414 Corporate and other (1) (2,849,157) (2,822,620) (2,625,662) Consolidated Adjusted EBITDA $ 2,410,841 $ 2,335,527 $ 1,608,554 (1) Includes rent expense related to triple net operating and ground leases of $2.3 billion, $2.3 billion, and $2.0 billion in 2024, 2023 and 2022, respectively.
Year Ended December 31, 2025 2024 2023 (In thousands) Las Vegas Strip Resorts $ 2,857,873 $ 3,106,543 $ 3,190,486 Regional Operations 1,163,227 1,143,556 1,133,196 MGM China 1,203,194 1,087,126 866,889 MGM Digital (90,307) (77,227) (32,424) Corporate and other (1) (2,708,364) (2,849,157) (2,822,620) Consolidated Adjusted EBITDA $ 2,425,623 $ 2,410,841 $ 2,335,527 (1) Includes triple net lease rent expense of $2.3 billion in each of 2025, 2024, and 2023.
Results of Operations Summary Operating Results The following table summarizes our consolidated operating results: Year Ended December 31, 2024 2023 2022 (In thousands) Net revenues $ 17,240,545 $ 16,164,249 $ 13,127,485 Operating income 1,490,456 1,891,497 1,439,372 Net income 1,064,608 1,314,924 206,731 Net income attributable to MGM Resorts International 746,558 1,142,180 1,473,093 Consolidated net revenues increased 7% in 2024 compared to 2023 due primarily to MGM China increasing 28%, MGM Digital increasing 28%, and our Regional Operations increasing 1%, each as compared to 2023 and as discussed below.
Results of Operations Summary Operating Results The following table summarizes our consolidated operating results: Year Ended December 31, 2025 2024 2023 (In thousands) Net revenues $ 17,537,683 $ 17,240,545 $ 16,164,249 Operating income 1,001,780 1,490,456 1,891,497 Net income 520,872 1,064,608 1,314,924 Net income attributable to MGM Resorts International 205,862 746,558 1,142,180 Consolidated net revenues increased 2% in 2025 compared to 2024 due primarily to MGM China increasing 11%, MGM Digital increasing 19%, and Regional Operations increasing 1%, partially offset by our Las Vegas Strip Resorts decreasing 4%, each as compared to 2024 and as discussed below.
In addition, the determination of multiples, capitalization rates, and the discount rates used in the impairment tests are highly judgmental and dependent in large part on expectations of future market conditions or events outside of our control.
In addition, the determination of multiples, capitalization rates, and the discount rates used in the impairment tests are highly judgmental and dependent in large part on expectations of future market conditions or events outside of our control. See Note 2 and Note 7 to the accompanying consolidated financial statements for further discussion of goodwill and other intangible assets.
Other, net in 2023 was primarily comprised of interest and dividend income of $164 million and foreign currency transaction loss of $106 million primarily related to USD denominated debt held by a foreign subsidiary.
Other expense, net in 2025 was primarily comprised of foreign currency transaction loss of $288 million primarily related to USD denominated debt held by a foreign subsidiary, a net loss related to derivatives of $35 million, and a loss related to debt and equity investments of $23 million, partially offset by interest and dividend income of $49 million.
Non-GAAP Measures “Consolidated Adjusted EBITDA” is earnings before interest and other non-operating income (expense), income taxes, depreciation and amortization, preopening and start-up expenses, property transactions, net, and gain on REIT transactions, net.
“Segment Adjusted EBITDAR margin” is Segment Adjusted EBITDAR divided by related segment net revenues. 41 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.
Whenever events or circumstances occur which change the estimated useful life of an asset, we account for the change prospectively. 49 Impairment of Long-lived Assets, Goodwill, and Indefinite-lived Intangible Assets We evaluate our property and equipment and other long-lived assets for impairment based on our classification as held for sale or to be held and used.
Impairment of Long-lived Assets, Goodwill, and Indefinite-lived Intangible Assets We evaluate our property and equipment and other long-lived assets for impairment based on our classification as held for sale or to be held and used.
Likewise, if we later determine that we are more likely than not to realize the deferred tax assets, we would reverse the applicable portion of the previously recognized valuation allowance. In order for us to realize our deferred tax assets, we must be able to generate sufficient taxable income in the jurisdictions in which the deferred tax assets are located.
Likewise, if we later determine that we are more likely than not to realize the deferred tax assets, we would reverse the applicable portion of the previously recognized valuation allowance.
See Note 11 for discussion of our leases and lease obligations. We have planned capital expenditures in 2025 of approximately $1.1 billion to $1.2 billion on a consolidated basis, of which approximately $225 million to $275 million relates to MGM China and is inclusive of the estimated amount of the gaming concession investment that relates to capital projects.
We have planned capital expenditures in 2026 of approximately $950 million to $1.05 billion on a consolidated basis, of which approximately $190 million to $240 million relates to MGM China and is inclusive of the estimated amount of the gaming concession investment that relates to capital projects.
This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the scheduled reversal of deferred tax liabilities, the duration of statutory carryforward periods, and tax planning strategies. We reassess the realization of deferred tax assets each reporting period.
Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on such "more-likely-than-not" realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the scheduled reversal of deferred tax liabilities, the duration of statutory carryforward periods, and tax planning strategies.
Refer to Note 4 for further discussion of this transaction. • On February 15, 2023, we completed the sale of the operations of Gold Strike Tunica to CNE Gaming Holdings, LLC, a subsidiary of Cherokee Nation Business, for cash consideration of $450 million, or $474 million, net of purchase price adjustments and transaction costs.
At closing, the master lease with VICI was amended to remove The Mirage and reflect a $90 million reduction in annual cash rent. • On February 15, 2023, we completed the sale of the operations of Gold Strike Tunica to CNE Gaming Holdings, LLC, a subsidiary of Cherokee Nation Business, for cash consideration of $450 million, or $474 million, net of purchase price adjustments and transaction costs.
We determine the estimated useful lives based on our experience with similar assets, engineering studies, and our estimate of the usage of the asset.
We determine the estimated useful lives based on our experience with similar assets, engineering studies, and our estimate of the usage of the asset. Whenever events or circumstances occur which change the estimated useful life of an asset, we account for the change prospectively.
The net repayments of debt were funded with cash on hand. Share Repurchases and Distributions to Noncontrolling Interest Owners In 2024, we paid $1.4 billion relating to repurchases of our common stock pursuant to our stock repurchase plans. See Note 13 for further information on the stock repurchases.
Share Repurchases and Distributions to Noncontrolling Interest Owners In 2025, we paid $1.2 billion relating to repurchases of our common stock pursuant to our stock repurchase plans. See Note 13 for further information on the stock repurchases. In connection with those repurchases, the November 2023 $2.0 billion stock repurchase plan was completed.
Principal Debt Arrangements See Note 9 to the accompanying consolidated financial statements for information regarding our debt agreements. 48 Critical Accounting Policies and Estimates Management’s discussion and analysis of our results of operations and liquidity and capital resources are based on our consolidated financial statements.
Critical Accounting Policies and Estimates Management’s discussion and analysis of our results of operations and liquidity and capital resources are based on our consolidated financial statements.
See Note 11 for discussion of our leases. Las Vegas Strip Resorts Las Vegas Strip Resorts Segment Adjusted EBITDAR decreased 3% compared to 2023. Las Vegas Strip Resorts Segment Adjusted EBITDAR margin decreased to 35.2% in 2024 compared to 36.3% in 2023 due primarily to an increase in payroll-related expenses.
See Note 11 for discussion of our leases. Las Vegas Strip Resorts Las Vegas Strip Resorts Segment Adjusted EBITDAR decreased 8% compared to 2024. Las Vegas Strip Resorts Segment Adjusted EBITDAR margin decreased to 33.9% in 2025 compared to 35.2% in 2024 due primarily to the decrease in revenues, discussed above.
MGM China’s Segment Adjusted EBITDAR margin decreased to 27.0% in 2024 compared to 27.5% in 2023 due primarily to the increase in promotional expense and in lower margin non-gaming revenues, partially offset by the increase in casino revenues in 2024, discussed above. MGM Digital MGM Digital’s Segment Adjusted EBITDAR loss was $77 million in 2024 compared to $32 million 2023.
MGM China’s Segment Adjusted EBITDAR margin was 27.0% in 2025, flat compared to the prior year due primarily to an increase in casino revenue, discussed above, partially offset by lower margins in non-gaming outlets. 39 MGM Digital MGM Digital Segment Adjusted EBITDAR loss was $90 million in 2025 compared to a loss of $77 million in 2024.
Furthermore, we are subject to routine corporate income tax audits in many of these jurisdictions. We believe that positions taken on our tax returns are fully supported, but tax authorities may challenge these positions, which may not be fully sustained on examination by the relevant tax authorities.
We believe that positions taken on our tax returns are fully supported, but tax authorities may challenge these positions, which may not be fully sustained on examination by the relevant tax authorities. Accordingly, our income tax provision includes amounts intended to satisfy assessments that may result from these challenges.
If future operating results do not meet current expectations it could cause carrying values to exceed their fair values in future periods, potentially resulting in an impairment charge.
If future operating results do not meet current expectations due to significant negative trends, changes in our business strategy, disruptions to our business, slower growth rates, or lack of growth, it may cause carrying values to exceed their fair values in future periods, potentially resulting in an impairment charge.
The amounts ultimately paid on resolution of an audit could be materially different from the amounts previously included in our income tax provision and, therefore, could have a material impact on our income tax provision, net income and cash flows. Refer to Note 10 in the accompanying consolidated financial statements for further discussion relating to income taxes.
Determining the income tax provision for these potential assessments and recording the related effects requires management judgments and estimates. The amounts ultimately paid on resolution of an audit could be materially different from the amounts previously included in our income tax provision and, therefore, could have a material impact on our income tax provision, net income and cash flows.
Our results will also depend upon our ability to expand our ownership, management and operation of gaming facilities and accessing new markets for iGaming and online sports betting.
Our results will also depend upon our ability to expand our ownership, management and operation of gaming facilities and accessing new markets for iGaming and online sports betting. Our results are also affected by significant recent developments in our business, which principally consist of transactions we have executed in furtherance of our businesses strategy.
The following table shows key gaming statistics for our Regional Operations: Year Ended December 31, 2024 2023 2022 (Dollars in millions) Table games drop $ 3,909 $ 3,886 $ 4,469 Table games win $ 807 $ 814 $ 933 Table games win % 20.6 % 21.0 % 20.9 % Slot handle $ 26,894 $ 26,850 $ 28,226 Slot win $ 2,659 $ 2,586 $ 2,692 Slot win % 9.9 % 9.6 % 9.5 % MGM China MGM China net revenues increased 28% in 2024 compared to 2023 due primarily to an increase in casino revenues discussed below. 40 The following table shows key gaming statistics for MGM China: Year Ended December 31, 2024 2023 2022 (Dollars in millions) Main floor table games drop $ 14,681 $ 12,115 $ 2,512 Main floor table games win $ 3,666 $ 2,736 $ 572 Main floor table games win % 25.0 % 22.6 % 22.8 % MGM China casino revenues increased 25% in 2024 compared to 2023 due to the current year being positively affected by a full year of recovery of operations after the removal of COVID-19 related travel and entry restrictions in the first quarter of 2023 as well as an increase in main floor table games win percentage.
The following table shows key gaming statistics for our Regional Operations: Year Ended December 31, 2025 2024 2023 (Dollars in millions) Table games drop $ 4,001 $ 3,909 $ 3,886 Table games win $ 818 $ 807 $ 814 Table games win % 20.4 % 20.6 % 21.0 % Slot handle $ 27,161 $ 26,894 $ 26,850 Slot win $ 2,736 $ 2,659 $ 2,586 Slot win % 10.1 % 9.9 % 9.6 % MGM China MGM China net revenues increased 11% in 2025 compared to 2024 due primarily to an increase in casino revenues, which increased due primarily to an increase in main floor table games drop. 38 The following table shows key gaming statistics for MGM China: Year Ended December 31, 2025 2024 2023 (Dollars in millions) Main floor table games drop $ 15,836 $ 14,681 $ 12,115 Main floor table games win $ 4,041 $ 3,666 $ 2,736 Main floor table games win % 25.5 % 25.0 % 22.6 % MGM Digital MGM Digital net revenues increased 19% in 2025 compared to 2024 due primarily to organic growth and brand expansion.
Cash used in financing activities was $1.6 billion in 2024 compared to $5.0 billion in 2023. In 2024 , we had net borrowings of debt of $29 million, as further discussed below, paid $1.4 billion for repurchases of our common stock, and distributed $189 million to noncontrolling interest owners .
In 2025 , we had net repayments of debt of $140 million, as further discussed below, paid $1.2 billion for repurchases of our common stock, and distributed $169 million to noncontrolling interest owners .
In 2023, we made capital expenditures of $932 million, of which $45 million related to MGM China and is inclusive of capital expenditures related to the gaming concession investment. Capital expenditures primarily related to land, information technology, room and restaurant remodels, convention center remodels, and gaming equipment. Financing activities.
In 2024, we made capital expenditures of $1.2 billion, of which $149 million related to MGM China and is inclusive of capital expenditures related to the gaming concession investment. Capital expenditures primarily related to information technology and room and venue remodels. Financing activities. Cash used in financing activities was $1.7 billion in 2025 compared to $1.6 billion in 2024.
Management makes significant judgments and estimates as part of these analyses. There are several estimates inherent in evaluating these assets for impairment. In particular, future cash flow estimates are, by their nature, subjective and actual results may differ materially from our estimates.
In particular, future cash flow estimates are, by their nature, subjective and actual results may differ materially from our estimates.
We expect our funding amount will increase due to inflation and other factors, which increase is subject to ongoing negotiations with contractors and other stakeholders. Refer to Note 12 to the accompanying consolidated financial statements for further discussion regarding our commitments and guarantees. We also expect to continue to repurchase shares pursuant to our share repurchase plans.
Project costs may increase due primarily to inflation, which increases may be offset by cost mitigation efforts and funded by additional financing. Refer to Note 12 to the accompanying consolidated financial statements for further discussion regarding our commitments and guarantees. We also expect to continue to repurchase shares pursuant to our share repurchase plans.
December 31, 2024 Balance Sheet (In thousands) Current assets $ 3,045,925 Intercompany debt due from non-guarantor subsidiaries 2,733,770 Other long-term assets 28,683,234 Other current liabilities 2,247,371 Intercompany debt due to non-guarantor subsidiaries 2,199,408 Other long-term liabilities 28,651,188 Year Ended December 31, 2024 Income Statement (In thousands) Net revenues $ 10,825,067 Operating income 733,665 Intercompany interest income 277,516 Intercompany interest expense (246,001) Income before income taxes 501,374 Net income 427,878 Net income attributable to MGM Resorts International 396,364 Liquidity and Capital Resources Cash Flows – Summary Our cash flows consisted of the following: Year Ended December 31, 2024 2023 2022 (In thousands) Net cash provided by operating activities $ 2,362,495 $ 2,690,777 $ 1,756,462 Net cash provided by (used in) investing activities (1,283,163) (714,175) 2,118,181 Net cash used in financing activities (1,564,281) (5,004,631) (3,024,302) Cash Flows Operating activities.
December 31, 2025 Balance Sheet (In thousands) Current assets $ 3,086,445 Intercompany debt due from non-guarantor subsidiaries 3,000,104 Other long-term assets 27,668,633 Other current liabilities 2,201,703 Intercompany debt due to non-guarantor subsidiaries 2,198,874 Other long-term liabilities 28,641,498 Year Ended December 31, 2025 Income Statement (In thousands) Net revenues $ 10,580,153 Operating income 78,539 Intercompany interest income 288,114 Intercompany interest expense (245,273) Income before income taxes 52,466 Net income 289,238 Net income attributable to MGM Resorts International 246,397 43 Liquidity and Capital Resources Cash Flows – Summary Our cash flows consisted of the following: Year Ended December 31, 2025 2024 2023 (In thousands) Net cash provided by operating activities $ 2,529,378 $ 2,362,495 $ 2,690,777 Net cash used in investing activities (1,140,789) (1,283,163) (714,175) Net cash used in financing activities (1,731,094) (1,564,281) (5,004,631) Cash Flows Operating activities.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+2 added−0 removed5 unchanged
Biggest changeAs of December 31, 2024 , the notional amount of forward contracts was $1.3 billion and a 10% adverse change in the exchange rate would result in a foreign currency transaction loss of approximately $127 million. Equity price risk. We have investments in equity securities of publicly traded companies that are subject to equity price volatility.
Biggest changeAs of December 31, 2025, a 10% adverse change in the exchange rate would result in a foreign currency transaction loss of approximately $109 million and $35 million for the forward contracts and the senior secured yen credit facility, respectively. Equity price risk. We have investments in equity securities of publicly traded companies that are subject to equity price volatility.
Our worldwide operations are conducted in multiple foreign currencies, but we report our financial results in U.S. dollars. We manage the foreign currency risk through normal operating activities and, when 51 deemed appropriate, through the use of derivative instruments. We do not enter into derivative instruments for trading or speculative purposes.
Our worldwide operations are conducted in multiple foreign currencies, but we report our financial results in U.S. dollars. We manage the foreign currency risk through normal operating activities and, when deemed appropriate, through the use of derivative instruments or foreign currency denominated debt. We do not enter into derivative instruments for trading or speculative purposes.
As fixed-rate debt matures, however, and if additional debt is acquired to fund the debt repayment, future earnings and cash flow may be affected by changes in interest rates. This effect would be realized in the periods subsequent to the periods when the debt matures. As of December 31, 2024, variable rate borrowings represented approximately 7% of our total borrowings.
As fixed-rate debt matures, however, and if additional debt is acquired to fund the debt repayment, future earnings and cash flow may be affected by changes in interest rates. This effect would be realized in the periods subsequent to the periods when the debt matures. As of December 31, 2025, variable rate borrowings represented approximately 13% of our total borrowings.
As of December 31, 2024 , a 1% adverse change in the exchange rate would result in a foreign currency transaction loss of $25 million. We have intercompany debt that is denominated in currencies other than the subsidiaries’ functional currency, which may cause foreign currency transaction losses that do not eliminate in consolidation.
As of December 31, 2025 , a 1% adverse change in the exchange rate would result in a foreign currency transaction loss of $20 million. We have intercompany debt that is denominated in currencies other than the subsidiaries’ functional currency, which may cause foreign currency transaction losses that do not eliminate in consolidation.
The following table provides additional information about our gross long-term debt subject to changes in interest rates: Debt maturing in Fair Value December 31, 2024 2025 2026 2027 2028 2029 Thereafter Total (In millions except interest rates) Fixed-rate $ 500 $ 1,150 $ 1,425 $ 750 $ 850 $ 1,250 $ 5,925 $ 5,839 Average interest rate 5.3 % 5.4 % 5.1 % 4.8 % 6.1 % 6.8 % 5.6 % Variable rate $ — $ 478 $ — $ — $ — $ — $ 478 $ 478 Average interest rate N/A 7.6 % N/A N/A N/A N/A 7.6 % Foreign currency risk.
The following table provides additional information about our gross long-term debt subject to changes in interest rates: Debt maturing in Fair Value December 31, 2025 2026 2027 2028 2029 2030 Thereafter Total (In millions except interest rates) Fixed-rate $ 1,150 $ 1,425 $ 750 $ 850 $ — $ 1,250 $ 5,425 $ 5,492 Average interest rate 5.4 % 5.1 % 4.8 % 6.1 % N/A 6.8 % 5.7 % Variable rate $ — $ — $ — $ — $ 835 $ — $ 835 $ 835 Average interest rate N/A N/A N/A N/A 4.9 % N/A 4.9 % Foreign currency risk.
As of December 31, 2024 , a 10% adverse change in the quoted market prices would result in an impact to earnings of $39 million. 52
As of December 31, 2025 , a 10% adverse change in the quoted market prices would result in an impact to earnings of $35 million. 50
As of December 31, 2024 , a 10% adverse change in the exchange rate would result in a foreign currency transaction loss of $220 million. We hold forward foreign exchange contracts to hedge certain portions of forecasted cash flows denominated in Japanese yen.
As of December 31, 2025 , a 10% adverse change in the exchange rate would result in a foreign currency transaction loss of $220 million. We have commitments to fund MGM Osaka, which are denominated in Japanese yen, of JPY 356.9 billion (approximately $2.3 billion) as of December 31, 2025.
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As of December 31, 2025, a 10% adverse change in the exchange rate would result in a $228 million increase in the funding commitment.
Added
To manage this exchange rate risk, we hold forward currency exchange contracts with a notional amount of JPY154.3 billion and a senior secured yen credit facility, which consists of a JPY54.2 billion term loan A facility with an option to increase the amount of the facility to JPY67.8 billion, each as of December 31, 2025. 49 The forward contracts and senior secured yen credit facility are denominated in Japanese yen, which may cause foreign currency transaction losses.

Other MGM 10-K year-over-year comparisons