8-K
MGM Resorts International (MGM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 4, 2026
MGM Resorts International
(Exact name of Registrant as Specified in its Charter)
| Delaware | 001-10362 | 88-0215232 |
|---|---|---|
| (State or Other Jurisdiction<br> <br>of Incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109
(Address of principal executive offices - Zip Code)
Registrant’s Telephone Number, Including Area Code: (702) 693-7120
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange<br>on which registered | |
|---|---|---|---|
| Common Stock (Par Value $0.01) | MGM | New York Stock Exchange | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CRF § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CRF § 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02 | Results of Operations and Financial Condition. |
|---|
On February 4, 2026, MGM Resorts International (the “Company”) inadvertently posted certain preliminary financial information for the fourth quarter and full year ended December 31, 2025 as set forth in Exhibit 99.1 hereto. This preliminary financial information is subject to completion of the Company’s financial closing procedures. In addition, this preliminary financial information has not been audited or reviewed by the Company’s independent registered public accounting firm. The information furnished in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| (a) | Not applicable. |
| --- | --- |
| (b) | Not applicable. |
| --- | --- |
| (c) | Not applicable. |
| --- | --- |
| (d) | Exhibits: |
| --- | --- |
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Preliminary Financial Information. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| MGM Resorts International | ||
|---|---|---|
| Date: February 4, 2026 | By: | /s/ Jessica Cunningham |
| Name: Jessica Cunningham | ||
| Title: Senior Vice President, Legal Counsel and Assistant Secretary |
EX-99.1
Exhibit 99.1
MGM Resorts International
MGM RESORTS INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
| Three Months Ended | Twelve Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | December 31, | December 31, | |||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Revenues | ||||||||||||
| Casino | $ | 2,574,945 | **** | $ | 2,210,746 | **** | $ | 9,450,887 | **** | $ | 8,785,649 | **** |
| Rooms | **** | 858,355 | **** | **** | 942,654 | **** | **** | 3,377,400 | **** | **** | 3,681,617 | **** |
| Food and beverage | **** | 749,016 | **** | **** | 751,868 | **** | **** | 3,045,965 | **** | **** | 3,078,731 | **** |
| Entertainment, retail and other | **** | 422,951 | **** | **** | 441,294 | **** | **** | 1,663,431 | **** | **** | 1,694,548 | **** |
| **** | 4,605,267 | **** | **** | 4,346,562 | **** | **** | 17,537,683 | **** | **** | 17,240,545 | **** | |
| Expenses | ||||||||||||
| Casino | **** | 1,440,163 | **** | **** | 1,259,135 | **** | **** | 5,340,097 | **** | **** | 4,958,020 | **** |
| Rooms | **** | 281,379 | **** | **** | 280,193 | **** | **** | 1,101,061 | **** | **** | 1,119,108 | **** |
| Food and beverage | **** | 570,952 | **** | **** | 560,000 | **** | **** | 2,262,434 | **** | **** | 2,253,031 | **** |
| Entertainment, retail and other | **** | 284,879 | **** | **** | 295,064 | **** | **** | 1,043,960 | **** | **** | 1,063,382 | **** |
| General and administrative | **** | 1,258,771 | **** | **** | 1,242,937 | **** | **** | 4,877,538 | **** | **** | 4,825,313 | **** |
| Corporate expense | **** | 165,248 | **** | **** | 141,410 | **** | **** | 556,952 | **** | **** | 520,197 | **** |
| Preopening and start-up expenses | **** | 121 | **** | **** | 5,503 | **** | **** | 1,086 | **** | **** | 7,972 | **** |
| Property transactions, net | **** | 8,668 | **** | **** | 22,192 | **** | **** | 126,036 | **** | **** | 81,316 | **** |
| Goodwill impairment | **** | 22,794 | **** | **** | — | **** | **** | 278,927 | **** | **** | — | **** |
| Depreciation and amortization | **** | 278,658 | **** | **** | 209,229 | **** | **** | 1,017,794 | **** | **** | 831,097 | **** |
| **** | 4,311,633 | **** | **** | 4,015,663 | **** | **** | 16,605,885 | **** | **** | 15,659,436 | **** | |
| Income (loss) from unconsolidated affiliates | **** | 31,376 | **** | **** | (39,334 | ) | **** | 69,982 | **** | **** | (90,653 | ) |
| Operating income | **** | 325,010 | **** | **** | 291,565 | **** | **** | 1,001,780 | **** | **** | 1,490,456 | **** |
| Non-operating income (expense) | ||||||||||||
| Interest expense, net of amounts capitalized | **** | (103,902 | ) | **** | (108,581 | ) | **** | (419,042 | ) | **** | (443,230 | ) |
| Non-operating items from unconsolidatedaffiliates | **** | (1,014 | ) | **** | (2,777 | ) | **** | 1,135 | **** | **** | (734 | ) |
| Other, net | **** | (120,268 | ) | **** | 25,477 | **** | **** | (303,094 | ) | **** | 70,573 | **** |
| **** | (225,184 | ) | **** | (85,881 | ) | **** | (721,001 | ) | **** | (373,391 | ) | |
| Income before income taxes | **** | 99,826 | **** | **** | 205,684 | **** | **** | 280,779 | **** | **** | 1,117,065 | **** |
| Benefit (provision) for income taxes | **** | 282,950 | **** | **** | 32,232 | **** | **** | 240,093 | **** | **** | (52,457 | ) |
| Net income | **** | 382,776 | **** | **** | 237,916 | **** | **** | 520,872 | **** | **** | 1,064,608 | **** |
| Less: Net income attributable to noncontrolling interests | **** | (89,164 | ) | **** | (80,484 | ) | **** | (315,010 | ) | **** | (318,050 | ) |
| Net income attributable to MGM Resorts International | $ | 293,612 | **** | $ | 157,432 | **** | $ | 205,862 | **** | $ | 746,558 | **** |
| Earnings per share | ||||||||||||
| Basic | $ | 1.12 | **** | $ | 0.52 | **** | $ | 0.77 | **** | $ | 2.42 | **** |
| Diluted | $ | 1.11 | **** | $ | 0.52 | **** | $ | 0.76 | **** | $ | 2.40 | **** |
| Weighted average common share outstanding | ||||||||||||
| Basic | **** | 267,438 | **** | **** | 297,642 | **** | **** | 275,046 | **** | **** | 307,408 | **** |
| Diluted | **** | 269,098 | **** | **** | 299,447 | **** | **** | 277,275 | **** | **** | 310,232 | **** |
MGM RESORTS INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(Unaudited)
| December 31, | ||||
|---|---|---|---|---|
| 2024 | ||||
| ASSETS | ||||
| Current assets | ||||
| Cash and cash equivalents | 2,062,994 | $ | 2,415,532 | **** |
| Accounts receivable, net | 1,122,940 | **** | 1,071,412 | **** |
| Inventories | 124,535 | **** | 140,559 | **** |
| Income tax receivable | 220,154 | **** | 257,514 | **** |
| Prepaid expenses and other | 486,419 | **** | 478,582 | **** |
| Assets held for sale | 315,382 | **** | — | **** |
| Total current assets | 4,332,424 | **** | 4,363,599 | **** |
| Property and equipment, net | 6,305,614 | **** | 6,196,159 | **** |
| Investments in and advances to unconsolidated affiliates | 536,066 | **** | 380,626 | **** |
| Goodwill | 4,901,960 | **** | 5,145,004 | **** |
| Other intangible assets, net | 1,356,676 | **** | 1,715,381 | **** |
| Operating lease<br>right-of-use assets, net | 23,002,707 | **** | 23,532,287 | **** |
| Deferred income taxes | 89,792 | **** | 39,591 | **** |
| Other long-term assets, net | 848,547 | **** | 858,980 | **** |
| 41,373,786 | $ | 42,231,627 | **** | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
| Current liabilities | ||||
| Accounts and construction payable | 421,502 | $ | 412,662 | **** |
| Accrued interest on long-term debt | 71,845 | **** | 69,916 | **** |
| Other accrued liabilities | 2,993,179 | **** | 2,869,105 | **** |
| Liabilities related to assets held for sale | 25,581 | **** | — | **** |
| Total current liabilities | 3,512,107 | **** | 3,351,683 | **** |
| Deferred income taxes | 2,617,067 | **** | 2,811,663 | **** |
| Long-term debt, net | 6,230,141 | **** | 6,362,098 | **** |
| Operating lease liabilities | 24,962,742 | **** | 25,076,139 | **** |
| Other long-term obligations | 775,411 | **** | 910,088 | **** |
| Total liabilities | 38,097,468 | **** | 38,511,671 | **** |
| Redeemable noncontrolling interests | 21,777 | **** | 34,805 | **** |
| Stockholders’ equity | ||||
| Common stock, 0.01 par value: authorized 1,000,000,000 shares, issued and outstanding<br>258,323,143 and 294,374,189 shares | 2,583 | **** | 2,944 | **** |
| Capital in excess of par value | — | **** | — | **** |
| Retained earnings | 2,106,836 | **** | 3,081,753 | **** |
| Accumulated other comprehensive income (loss) | 320,498 | **** | (61,216 | ) |
| Total MGM Resorts International stockholders’ equity | 2,429,917 | **** | 3,023,481 | **** |
| Noncontrolling interests | 824,624 | **** | 661,670 | **** |
| Total stockholders’ equity | 3,254,541 | **** | 3,685,151 | **** |
| 41,373,786 | $ | 42,231,627 | **** |
All values are in US Dollars.
MGM RESORTS INTERNATIONAL AND SUBSIDIARIES
SUPPLEMENTAL DATA - NET REVENUES
(In thousands)
(Unaudited)
| Three Months Ended | Twelve Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | December 31, | December 31, | |||||
| 2025 | 2024 | 2025 | 2024 | |||||
| Las Vegas Strip Resorts | $ | 2,166,054 | $ | 2,223,409 | $ | 8,441,503 | $ | 8,816,113 |
| Regional Operations | **** | 950,427 | **** | 931,557 | **** | 3,772,333 | **** | 3,720,322 |
| MGM China | **** | 1,236,450 | **** | 1,018,720 | **** | 4,461,743 | **** | 4,022,384 |
| MGM Digital | **** | 188,244 | **** | 139,855 | **** | 654,190 | **** | 552,012 |
| Management and other operations | **** | 64,092 | **** | 33,021 | **** | 207,914 | **** | 129,714 |
| $ | 4,605,267 | $ | 4,346,562 | $ | 17,537,683 | $ | 17,240,545 |
MGM RESORTS INTERNATIONAL AND SUBSIDIARIES
SUPPLEMENTAL DATA - SEGMENT ADJUSTED EBITDAR and CONSOLIDATED ADJUSTED EBITDA
(In thousands)
(Unaudited)
| Three Months Ended | Twelve Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | December 31, | December 31, | |||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Las Vegas Strip Resorts | $ | 735,348 | **** | $ | 765,429 | **** | $ | 2,857,873 | **** | $ | 3,106,543 | **** |
| Regional Operations | **** | 280,008 | **** | **** | 281,091 | **** | **** | 1,163,227 | **** | **** | 1,143,556 | **** |
| MGM China | **** | 332,297 | **** | **** | 254,721 | **** | **** | 1,203,194 | **** | **** | 1,087,126 | **** |
| MGM Digital ^(1)^ | **** | (6,968 | ) | **** | (21,676 | ) | **** | (90,307 | ) | **** | (77,227 | ) |
| Unconsolidated affiliates - BetMGM and other^(2)^ | **** | 31,376 | **** | **** | (39,334 | ) | **** | 69,982 | **** | **** | (90,653 | ) |
| Management and other operations | **** | (253 | ) | **** | 965 | **** | **** | 58,014 | **** | **** | 41,258 | **** |
| Stock compensation | **** | (31,054 | ) | **** | (28,471 | ) | **** | (90,404 | ) | **** | (80,157 | ) |
| Triple net lease rent expense | **** | (564,856 | ) | **** | (565,096 | ) | **** | (2,258,405 | ) | **** | (2,258,057 | ) |
| Corporate ^(3)^ | **** | (140,647 | ) | **** | (119,140 | ) | **** | (487,551 | ) | **** | (461,548 | ) |
| Consolidated Adjusted EBITDA | $ | 635,251 | **** | **** | 528,489 | **** | $ | 2,425,623 | **** | **** | 2,410,841 | **** |
| Additional Information: | ||||||||||||
| Non-cash rent ^(4)^ | $ | 104,060 | **** | $ | 113,445 | **** | $ | 425,420 | **** | $ | 461,372 | **** |
| (1) | MGM Digital consists of LeoVegas and other consolidated subsidiaries that offer interactive gaming.<br> | |||||||||||
| --- | --- | |||||||||||
| (2) | Represents the Company’s share of operating income (loss) of unconsolidated affiliates.<br> | |||||||||||
| --- | --- | |||||||||||
| (3) | Includes amounts related to MGM China of $29 million and $65 million for current quarter and current<br>year, respectively, and of $9 million and $50 million for prior year quarter and prior year, respectively. | |||||||||||
| --- | --- | |||||||||||
| (4) | Represents the excess of expense over cash paid related to triple net operating and ground leases.<br> | |||||||||||
| --- | --- |
MGM RESORTS INTERNATIONAL AND SUBSIDIARIES
RECONCILIATION OF NET INCOME ATTRIBUTABLE TO MGM RESORTS INTERNATIONAL TO CONSOLIDATED ADJUSTED EBITDA
(In thousands)
(Unaudited)
| Three Months Ended | Twelve Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | December 31, | December 31, | |||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Net income attributable to MGM Resorts International | $ | 293,612 | **** | $ | 157,432 | **** | $ | 205,862 | **** | $ | 746,558 | **** |
| Plus: Net income attributable to noncontrolling interests | **** | 89,164 | **** | **** | 80,484 | **** | **** | 315,010 | **** | **** | 318,050 | **** |
| Net income | **** | 382,776 | **** | **** | 237,916 | **** | **** | 520,872 | **** | **** | 1,064,608 | **** |
| Provision (benefit) for income taxes | **** | (282,950 | ) | **** | (32,232 | ) | **** | (240,093 | ) | **** | 52,457 | **** |
| Income before income taxes | **** | 99,826 | **** | **** | 205,684 | **** | **** | 280,779 | **** | **** | 1,117,065 | **** |
| Non-operating (income) expense: | ||||||||||||
| Interest expense, net of amounts capitalized | **** | 103,902 | **** | **** | 108,581 | **** | **** | 419,042 | **** | **** | 443,230 | **** |
| Other, net | **** | 121,282 | **** | **** | (22,700 | ) | **** | 301,959 | **** | **** | (69,839 | ) |
| **** | 225,184 | **** | **** | 85,881 | **** | **** | 721,001 | **** | **** | 373,391 | **** | |
| Operating income | **** | 325,010 | **** | **** | 291,565 | **** | **** | 1,001,780 | **** | **** | 1,490,456 | **** |
| Preopening and start-up expenses | **** | 121 | **** | **** | 5,503 | **** | **** | 1,086 | **** | **** | 7,972 | **** |
| Property transactions, net | **** | 8,668 | **** | **** | 22,192 | **** | **** | 126,036 | **** | **** | 81,316 | **** |
| Goodwill impairment | **** | 22,794 | **** | **** | — | **** | **** | 278,927 | **** | **** | — | **** |
| Depreciation and amortization | **** | 278,658 | **** | **** | 209,229 | **** | **** | 1,017,794 | **** | **** | 831,097 | **** |
| Consolidated Adjusted EBITDA | $ | 635,251 | **** | $ | 528,489 | **** | $ | 2,425,623 | **** | $ | 2,410,841 | **** |
Non-GAAP Financial Information
“Segment Adjusted EBITDAR” is our reportable segment GAAP measure, which we utilize as the primary profit measure for our reportable segments and underlying operating segments. Segment Adjusted EBITDAR is a measure defined as earnings before interest and other non-operating income (expense), income taxes, depreciation and amortization, preopening and start-up expenses, property transactions, net, triple net lease rent expense, income (loss) from unconsolidated affiliates, goodwill impairment, and also excludes corporate expense and stock compensation expense, which are not allocated to each operating segment. 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.
“Consolidated Adjusted EBITDA” is earnings before interest and other non-operating income (expense), income taxes, depreciation and amortization, preopening and start-up expenses, property transactions, net, and goodwill impairment. Consolidated Adjusted EBITDA information is a non-GAAP measure that is presented solely as a supplemental disclosure to reported GAAP measures because it is among the measures used by management to evaluate our operating performance, and because we believe this measure is widely used by analysts, lenders, financial institutions, and investors as a measure of operating performance in the gaming industry and as a principal basis for the valuation of gaming companies. We believe that while items excluded from Consolidated Adjusted EBITDA may be recurring in nature and should not be disregarded in evaluation of our earnings performance, it is useful to exclude such items when analyzing current results and trends compared to other periods because these items can vary significantly depending on specific underlying transactions or events that may not be comparable between the periods being presented. Also, we believe excluded items may not relate specifically to current operating trends or be indicative of future results. For example, preopening and start-up expenses will be significantly different in periods when we are developing and constructing a major expansion project and will depend on where the current period lies within the development cycle, as well as the size and scope of the project(s). Property transactions, net includes normal recurring disposals, gains and losses on sales of assets related to specific assets within our properties, but also includes gains or losses on sales of an entire operating resort or a group of resorts and impairment charges on entire asset groups or investments in unconsolidated affiliates, which may not be comparable period over period. However, Consolidated Adjusted EBITDA has limitations as an analytical tool, and should not be construed as an alternative or substitute to any measure determined in accordance with generally accepted accounting principles. For example, we have significant uses of cash flows, including capital expenditures, interest payments, income taxes, and debt principal repayments, which are not reflected in Consolidated Adjusted EBITDA. 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. 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 in the financial schedules in this release.