AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 5/6 · 18/10/2026
Moat44
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 2/4 · Actual concession rights and an established resort portfolio support entry barriers, with reported Macau market share above 16%. Numerous competing casinos and new licenses limit exclusivity; portfolio size and profitability alone do not establish a stronger advantage.
durability · 2/4 · The Macau concession establishes a concrete term through December 2032, subject to early termination, redemption and substantial investment requirements. Durability beyond that term or across all domestic licenses is not established.
customer dependency · 1/4 · Tier benefits create modest incentives to return, and reported satisfaction supports customer appeal. They do not establish material customer dependence or costly switching in a market with many alternative casinos.
erosion resilience · 2/4 · Record 2025 Macau earnings and luxury-property growth show some resilience. Empire City's license impairment, new licensed competition and first-half 2026 earnings declines across the three established physical segments demonstrate meaningful vulnerability.
Pricing power—
Insufficient evidence for every rubric criterion; no category score is inferred.
realized pricing · — · The passages explain ADR but supply no actual rate comparisons. Revenue changes combine volume, mix and gaming outcomes; higher Macau hold is not a controllable price increase. Realized customer pricing cannot be isolated.
retention · 2/4 · Indirect evidence is mixed: tier benefits, record reported satisfaction among Gold+ customers and sustained reported Macau market share support engagement. Macau first-half table drop increased only modestly and second-quarter drop declined. No repeat-customer rate or durable switching friction is demonstrated.
margin resilience · 1/4 · Resilience is fragile despite 2025 Macau and luxury-property achievements. First-half 2026 consolidated revenue rose while adjusted EBITDA and all three physical segments' EBITDAR declined. Disclosed increases in gaming taxes, insurance reserves and payroll also pressured operating income. These are realized outcomes, although they do not isolate pricing effects.
contractual freedom · — · ADR methodology and loyalty benefits do not disclose MGM's contractual ability to change customer prices or terms. Concession and landlord obligations describe operating constraints, not sufficient evidence of customer pricing freedom.
Predictability94
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 100.00
- Revenue growth volatility (pp)
- 13.46
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 1.35
Financial strength30
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 53.34
- netDebtEbitGrade
- 16.81
- interestCoverageGrade
- 12.64
- currentRatioGrade
- 38.69
- Debt / FCF (x)
- 4.27
- Net debt / operating income (x)
- 4.16
- Interest coverage (x)
- 2.39
- Current ratio (x)
- 1.23
Capital allocation94
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 18.89
- 3-year average dilution (%)
- -12.39
- 3-year average SBC / revenue (%)
- 0.48
- cashConversionGrade
- 100.00
Management56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · First-half 2026 operating cash of $1.127 billion covered $396 million of capital expenditures, $138 million of affiliate investment and $262 million of cash repurchases. The Northfield Park sale reduced annual rent, and BetMGM distributions provide a realized investment outcome. Against this, Empire City suffered substantial impairments and Osaka carries an uncapped completion commitment. Buybacks alone do not prove value creation.
incentive alignment · 2/4 · Actual CEO grants combine RSUs and relative-TSR PSUs, with performance measured over three years. Alignment is tempered by immediately vested deferred bonus awards and a payout-cap exception when absolute returns are negative. These are adopted arrangements and grants, not assumed approval of the 2026 advisory proposal; comprehensive ownership compliance is missing.
execution · 2/4 · Reported Macau share, luxury-property growth, completed room refurbishment and 900,000 distribution-related room nights support execution. Actual affiliate distributions corroborate progress beyond aspirations. First-half 2026 physical-segment earnings declines and realized Empire City impairments offset those achievements. Attribution to management is inferred from operating outcomes.
governance · 3/4 · Disclosed adopted practices include separate chair and CEO roles, annual majority-vote elections and shareholder rights. Relevant committees were determined independent, related-person transactions undergo audit committee review, and the auditor found effective financial-reporting controls at December 31, 2025. This supports strong formal safeguards, without proving exceptional governance outcomes or eliminating conflicts.
Evidence
By operating in licensed markets, which are subject to costs in the form of gaming taxes, we benefit from higher barriers to entry, which changes the competitive picture and provides value to companies such as ours.
Business: licensed-market entry barriers · Filed 11/02/2026
Based upon the approved number of gaming tables and slot machines as of December 31, 2025, the premiums for the above obligations payable to the Macau government are approximately MOP2.2 billion ($269 million as of December 31, 2025) during each of the next five years ending December 31, 2030, and approximately MOP4.3 billion ($540 million as of December 31, 2025) in the aggregate thereafter through the expiration of the gaming concession in December 2032.
Commitments: Macau concession premiums and December 2032 expiry · Filed 11/02/2026
As of June 30, 2026, the Company’s domestic casino resorts include the following integrated casino, hotel and entertainment resorts in Las Vegas, Nevada: Aria (including Vdara), Bellagio, The Cosmopolitan of Las Vegas (“The Cosmopolitan”), MGM Grand Las Vegas (including The Signature), Mandalay Bay (including W Las Vegas and Four Seasons), Luxor, New York-New York, Park MGM (including The Reserve at Park MGM), and Excalibur.
Note 1: operating Las Vegas resort portfolio at June 30, 2026 · Filed 29/07/2026
MGM China rose above intense competition, maintaining full year market share above 16% and sustaining strong margins, culminating in record Segment Adjusted EBITDAR in 2025.
Proxy shareholder discussion: reported 2025 Macau market share and segment results · Filed 27/03/2026
By year-end, Las Vegas showed clear signs of stabilization, supported by a fully refreshed MGM Grand room inventory returning online and strong convention demand, which complemented the continued strength of our luxury offerings as evidenced by Bellagio and Aria, which together grew EBITDAR by a mid-single-digit percentage in 2025.
Proxy shareholder discussion: room refurbishment, convention demand and luxury-property performance · Filed 27/03/2026
The Macau government can (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.
Risk factors: Macau concession termination, redemption and extension rights · Filed 11/02/2026
Under the gaming concession, MGM Grand Paradise committed to make gaming and non-gaming investments of MOP19.7 billion ($2.5 billion as of December 31, 2025) over the ten year term of the concession, of which MOP18 billion ($2.2 billion as of December 31, 2025) is designated for non-gaming projects in connection with, among others, the attraction of international visitors, conventions and exhibitions, entertainment shows, sporting events, culture and art, health and wellness, themed entertainment, gastronomy, community tourism, and maritime tourism.
Commitments: Macau gaming and non-gaming investment requirements · Filed 11/02/2026
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.
Competition risks: three New York integrated-resort licenses issued in 2025 · Filed 11/02/2026
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 competition: competing capacity expansion and development plans · Filed 11/02/2026
Additionally, the Company recorded an impairment of $52 million relating to Empire City’s existing gaming license, presented in “Property transactions, net” in the accompanying statements of operations.
Impairment disclosures: Empire City existing gaming license · Filed 11/02/2026
Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (In thousands) Las Vegas Strip Resorts $ 735,118 $ 710,496 $ 1,484,325 $ 1,521,656 Regional Operations 280,216 308,656 539,653 587,698 MGM China 256,709 301,342 530,183 586,907 MGM Digital (30,884) (25,698) (56,486) (60,091) Corporate and other(1) (630,772) (647,282) (1,307,124) (1,351,602) Consolidated Adjusted EBITDA $ 610,387 $ 647,514 $ 1,190,551 $ 1,284,568 (1) Includes triple net lease rent expense of $552 million and $564 million for the three months ended June 30, 2026 and 2025, respectively, and $1.1 billion for each of the six months ended June 30, 2026 and 2025.
MD&A: quarterly and first-half segment EBITDAR and consolidated adjusted EBITDA · Filed 29/07/2026
We are also required, as of June 30, 2026, to make annual contractual cash rent payments of $1.8 billion to our landlords over the next twelve months under triple net lease agreements, which triple net leases are also subject to annual escalators and also require us to pay substantially all costs associated with the lease, including real estate taxes, ground lease payments, insurance, utilities and routine maintenance (with each lease obligating us to spend a specified percentage of revenue at the properties on capital expenditures), in addition to the annual cash rent.
Liquidity and commitments: annual rent, escalators and required property expenditures · Filed 29/07/2026
As members progress through program tiers, they unlock exclusive benefits such as customized offers, priority access, and invitations to special events along with hotel stays, dining credits, and unique MGM Resorts experiences.
Marketing: loyalty-tier benefits · Filed 11/02/2026
Our success begins with our employees, who set a new annual record for Net Promoter Scores among our top tier Gold+ customers and played a crucial role in delivering another year of record results.
Proxy shareholder discussion: reported top-tier customer Net Promoter Score record · Filed 27/03/2026
Additionally, the second year of our strategic relationship with Marriott delivered meaningful benefits, contributing 900,000 room nights.
Proxy shareholder discussion: room nights contributed by distribution relationship · Filed 27/03/2026
The following table shows key gaming statistics for MGM China: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (Dollars in millions) Main floor table games drop $ 3,815 $ 4,085 $ 7,789 $ 7,712 Main floor table games win $ 1,038 $ 1,021 $ 2,115 $ 1,934 Main floor table games win % 27.2 % 25.0 % 27.2 % 25.1 % MGM Digital MGM Digital’s revenue increased 20% or $32 million for the three months ended June 30, 2026 compared to the prior year quarter and increased 30% or $87 million for the six months ended June 30, 2026 compared to the prior year period due primarily to growth within the digital business to consumer offerings.
MD&A: Macau gaming volume and hold statistics and digital revenue growth · Filed 29/07/2026
Our calculation of ADR, which is the average price of occupied rooms per day, includes the impact of complimentary rooms.
Hotel indicators: ADR includes complimentary rooms · Filed 29/07/2026
•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.
Gaming indicators: volume measures and hold not fully controllable · Filed 29/07/2026
Consolidated operating income decreased 22% for the three months ended March 31, 2026 compared to the prior year quarter due primarily to an increase in gaming taxes incurred primarily at MGM China, a $46 million increase in self insurance expense due to an increase in reserves, the receipt of $8 million of business interruption insurance proceeds in the current year quarter compared to $49 million in the prior year quarter related to the September 2023 cybersecurity issue, and an increase in payroll related expenses, partially offset by the increase in net revenue, discussed below.
MD&A: realized operating-income decline and tax, insurance and payroll drivers · Filed 29/04/2026
85 Year Ended December 31, 2025 2024 2023 (In thousands) Segment Adjusted EBITDAR 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) 5,133,987 5,259,998 5,158,147 Other operating income (expense) Corporate and other, net (519,941) (500,447) (496,867) 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) Triple net lease rent expense (2,258,405) (2,258,057) (2,263,649) Income (loss) from unconsolidated affiliates 69,982 (90,653) (62,104) Operating income 1,001,780 1,490,456 1,891,497 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) Income before income taxes 280,779 1,117,065 1,472,763 Benefit (provision) for income taxes 240,093 (52,457) (157,839) Net income 520,872 1,064,608 1,314,924 Less: Net income attributable to noncontrolling interests (315,010) (318,050) (172,744) Net income attributable to MGM Resorts International $ 205,862 $ 746,558 $ 1,142,180 Year Ended December 31, 2025 2024 2023 Capital expenditures: (In thousands) Las Vegas Strip Resorts $ 513,605 $ 597,152 $ 527,104 Regional Operations 154,186 170,490 135,848 MGM China 195,211 148,813 45,331 MGM Digital 82,824 65,849 34,175 Reportable segment capital expenditures 945,826 982,304 742,458 Corporate and other 123,101 168,285 189,355 $ 1,068,927 $ 1,150,589 $ 931,813 Total assets are not allocated to segments for internal reporting or when determining the allocation of resources and, accordingly, are not presented.
Note 17: 2023–2025 segment earnings, operating income and capital expenditures · Filed 11/02/2026
3 MGM RESORTS INTERNATIONAL AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Six Months Ended June 30, 2026 2025 Cash flows from operating activities Net income $ 497,581 $ 344,825 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 546,040 478,419 Amortization of debt discounts and issuance costs 12,694 13,862 Provision for credit losses 50,094 29,757 Stock-based compensation 50,808 45,109 Foreign currency transaction (gain) loss (55,195) 308,454 Property transactions, net (272,475) 15,593 Goodwill impairment 111,019 — Noncash lease expense 208,313 257,052 Other investment losses (gains) 19,475 (38,226) Income from unconsolidated affiliates (35,882) (9,171) Distributions from unconsolidated affiliates 8,890 6,825 Deferred income taxes (44,990) (27,997) Change in operating assets and liabilities: Accounts receivable (134,763) 24,733 Inventories 939 13,557 Income taxes receivable and payable, net 230,837 29,074 Prepaid expenses and other (22,325) (11,392) Accounts payable and accrued liabilities (117,991) (194,910) Other 73,538 (92,615) Net cash provided by operating activities 1,126,607 1,192,949 Cash flows from investing activities Capital expenditures (396,045) (496,483) Dispositions of property and equipment 5,920 91 Investments in unconsolidated affiliates (137,556) (85,487) Proceeds from sale of operating resorts 506,659 — Distributions from unconsolidated affiliates 4,531 1,089 Investments and other (92,609) (24,540) Net cash used in investing activities (109,100) (605,330) Cash flows from financing activities Net borrowings (repayments) of debt - maturities of 90 days or less (140,788) 339,382 Issuance of long-term debt 750,000 — Repayment of long-term debt (750,000) (500,000) Debt issuance costs (9,560) (40,839) Distributions to noncontrolling interest owners (83,035) (80,037) Repurchases of common stock (262,499) (717,163) Other (54,900) (61,248) Net cash used in financing activities (550,782) (1,059,905) Effect of exchange rate on cash, cash equivalents, and restricted cash (14,805) 13,867 Change in cash and cash equivalents classified as assets held for sale 31,802 — Cash, cash equivalents, and restricted cash Net change for the period 483,722 (458,419) Balance, beginning of period 2,150,364 2,503,064 Balance, end of period $ 2,634,086 $ 2,044,645 Supplemental cash flow disclosures Interest paid, net of amounts capitalized $ 189,787 $ 197,440 Income taxes paid (refunds received), net (69,062) 63,243 The accompanying notes are an integral part of these consolidated financial statements.
Cash flow statement: first-half operating cash, investment, financing and repurchases · Filed 29/07/2026
In the third quarter of 2025, the competitive and economic assumptions underpinning the Company’s return expectations on its investment in a commercial gaming facility changed, which led the Company to determine it would withdraw its application for a commercial gaming license for Empire City.
Empire City impairment discussion: changed return expectations and license-application withdrawal · Filed 11/02/2026
As such, the Company recorded an impairment of the full amount of the Empire City reporting unit’s goodwill of $256 million, which is reflected within Regional Operations above and presented in “Goodwill impairment” in the accompanying statements of operations.
Empire City impairment discussion: full goodwill impairment · Filed 11/02/2026
MGM Osaka guarantees. The Company provides for guarantees (1) in the amount of JPY12.65 billion (approximately $78 million as of June 30, 2026) for 50% of MGM Osaka’s obligations to Osaka under various agreements related to the venture’s development of an integrated resort in Osaka, Japan and (2) of an uncapped amount to provide 14 funding to MGM Osaka, if necessary, for the completion of the construction and full opening of the integrated resort.
Commitments: Osaka development guarantees and uncapped completion funding · Filed 29/07/2026
In April 2026, in connection with the sale of the operations of MGM Northfield Park, the VICI lease was amended and restated to remove MGM Northfield Park and to reflect a $53 million reduction in annual cash rent, thereby reducing the annual cash rent payments to $722 million.
Lease disclosures: Northfield Park disposition and annual rent reduction · Filed 29/07/2026
Hornbuckle RSU 10/06/2025 147,406 $5,000,012 Relative TSR PSU 10/06/2025 138,658 5,052,739 Mr.
Executive compensation: CEO RSU and relative-TSR PSU grants made in 2025 · Filed 27/03/2026
The actual number of shares to be earned upon vesting is determined by comparing (1) the percentage change in the Company’s value over the three-year measurement period to (2) the percentage change in value of the companies in the S&P 1500 Hotels, Restaurants, and Leisure Index at the time of grant.
Long-term incentives: three-year relative shareholder-return measurement · Filed 27/03/2026
The Bonus dRSUs are “vested” as of the grant date, meaning they are not subject to additional performance or service criteria and are not subject to forfeiture in the case of termination, in recognition of the fact that the performance required to earn these awards had already been satisfied in connection with the annual bonus program.
Executive compensation: deferred bonus RSUs vested at grant · Filed 27/03/2026
Funding capped at 100% of target if absolute TSR is negative, unless relative TSR is above the 75th percentile.
Long-term incentives: payout cap when absolute shareholder return is negative and exception · Filed 27/03/2026
MGM Resorts International 2026 Proxy Statement 5 Table of Contents Corporate Governance CORPORATE GOVERNANCE CORPORATE GOVERNANCE PRACTICES AT A GLANCE ✓ Robust Director Nominee Selection Process ✓ Stockholder Ability to Act by Written Consent ✓ Significant Board Engagement on Long-Term Growth Through Strategy and Capital Deployment ✓ Periodic Committee Refreshment and Committee Chair Succession ✓ Annual Election of Directors with Majority Voting Standard ✓ Strong and Effective Board Oversight of Risks, Financial Reporting, Compliance Programs and Compensation Practices ✓ Annual Board and Committee Self-Evaluations ✓ Anti-Hedging and Anti-Pledging Policies ✓ Board Orientation and Continuing Education Program ✓ Executive and Director Stock Ownership Guidelines ✓ Codes of Conduct for Directors and Employees ✓ Proxy Access Right ✓ Separate Chair and Chief Executive Officer Roles ✓ Annual “Say on Pay” Advisory Vote CORPORATE GOVERNANCE GUIDELINES The Board has adopted Corporate Governance Guidelines setting forth the general principles governing the conduct of our business and the role, functions, duties and responsibilities of the Board, including, but not limited to, such matters as (i) Board composition and membership criteria, (ii) compensation, (iii) director orientation and continuing education, (iv) Board committees, (v) Board leadership, (vi) director access to officers, employees and independent advisors, (vii) management succession, (viii) annual performance evaluations of the Board and its committees and (ix) conflicts of interest and recusal.
Corporate governance: adopted practices and governance guidelines · Filed 27/03/2026
The Board has determined that all members of the Audit Committee, Human Capital and Compensation Committee and Governance and Corporate Responsibility Committee are independent and satisfy the relevant Company, NYSE, and SEC additional requirements for the members of such committees.
Corporate governance: board determination of committee independence · Filed 27/03/2026
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
Independent auditor opinion: effective internal control over financial reporting · Filed 11/02/2026
Related person transactions covered by Item 404(a) of Regulation S-K requiring prior review and oversight by the Audit Committee are referred to the Audit Committee for approval, ratification or other action.
Related-person transactions: audit committee review and oversight · Filed 27/03/2026
In 2025, we made payments of $1.1 billion in capital expenditures, as further discussed below, contributed $238 million to unconsolidated affiliates, and received $207 million in distributions from unconsolidated affiliates, which included $135 million from BetMGM North America Venture.
Investing activities: capital expenditures, affiliate contributions and received distributions · Filed 11/02/2026
Results of Operations Summary Operating Results The following table summarizes our consolidated operating results: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (In thousands) Revenue $ 4,450,993 $ 4,404,870 $ 8,905,711 $ 8,681,952 Operating income 503,636 404,565 804,878 789,622 Net income 322,789 118,094 497,581 344,825 Net income attributable to MGM Resorts International 292,433 48,951 417,569 197,505 Revenue for the three months ended June 30, 2026 increased 1% compared to the prior year quarter due primarily to revenue from Las Vegas Strip Resorts increasing 3% and MGM Digital increasing 20%, partially offset by revenue from Regional Operations decreasing 4% and MGM China decreasing 1%, each as compared to the prior year quarter.
MD&A: consolidated operating results and second-quarter segment revenue changes · Filed 29/07/2026
Our Las Vegas casino properties compete for customers with a large number of other hotel casinos in the Las Vegas area, including major hotel casinos on or near the Las Vegas Strip, major hotel casinos in the downtown area, which is about five miles from the center of the Las Vegas Strip, and several major hotel casinos elsewhere in the Las Vegas area.
Business: numerous competing Las Vegas hotel casinos · Filed 11/02/2026
