MGM 10-K & 10-Q changes, risk factors and insider trading

•Our substantial indebtedness and significant financial commitments, including our rent payments and guarantees we provide onof 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.

•Co-investing in properties or businesses, including our investmentinvestments in BetMGM North America Venture,Venture and MGM Osaka, decreases our ability to manage risk.

We currently also provide shortfall guarantees of the $3.01 billion and $3.0 billion principal amount of indebtedness (and any interest accrued and unpaid thereon) of the landlords of Bellagio and Mandalay Bay and MGM Grand Las Vegas, respectively. 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. 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. 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. Changes in tax laws or regulations may also materially affect the amount and timing of recognizing taxable gains on these investments. We also provide for guarantees (i) in the amount of 12.65 billion yen (approximately $80$81 million as of December 31, 20242025) for 50% of OsakaMGM IR KK’sOsaka’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 OsakaMGM IR KK,Osaka, if necessary, for the completion of the construction and full opening of the integrated resort. The guarantees expire when the obligations relating to the full opening of the integrated resort are fulfilled. If we do not have sufficient cash on hand to satisfy any obligations with respect to any of these guarantees or our other financial commitments, we may need to raise capital, including incurring additional indebtedness, in order to satisfy our obligation. There can be no assurance that any financing will be available to us, or, if available, will be on terms that are satisfactory to us.

Moreover, our businesses are capital intensive. For our owned, leased and managed properties to remain attractive and competitive, we must periodically invest significant capital to keep the properties well-maintained, modernized and refurbished. The leases for our operating properties have fixed rental payments (with annual escalators) and also require us to apply a percentage of net revenues generated at the leased properties to capital expenditures at those properties. Such investments require an ongoing supply of cash and, to the extent that we cannot fund expenditures from cash generated by operations, funds must be borrowed or otherwise obtained. 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.

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. 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. If regional and national economic conditions deteriorate, including in connection with a recession, revenues from our operations could decline as consumer spending levels decrease and we could fail to generate cash sufficient to fund our liquidity needs or satisfy the financial and other restrictive covenants in our debt and lease instruments. If we fail to generate cash sufficient to fund our liquidity needs or satisfy the financial and other covenants in our debt and lease instruments, we cannot assure you that future borrowings will be available to us under our senior secured credit facility in an amount sufficient to enable us to pay our indebtedness or fund our other liquidity needs or that we will be able to access the capital markets in the future to borrow additional debt on terms favorable to us, or at all.

The agreements governing our senior secured credit facilityfacilities 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. Covenants governing our senior secured credit facilityfacilities and certain of our debt securities restrict, among other things, our ability to:

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. The hotel, resort, entertainment, and gaming industries are highly competitive. We do not believe that our competition is limited to a particular geographic area, and hotel, resort, entertainment, and gaming operations in other states or countries, as well as the increased availability of online sports betting and iGaming, could attract our customers. To the extent that new casinos enter our markets or hotel room capacity is expanded by others in major destination locations, competition will increase. Major competitors, including potential new entrants, may also expand their hotel room capacity, expand their range of amenities, improve their level of service, or construct new resorts in Las Vegas, Macau or in the domestic regional markets in which we operate, all of which could attract our customers. Also, the growth of retail gaming in areas outside Las Vegas has increased the competition faced by our operations in Las Vegas and elsewhere, including growth in tribal gaming in states such as Florida. 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 andTexas, North Carolina and Georgia, among others. 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. While we believe our principal competitors are major gaming and hospitality resorts with well-established and recognized brands, we also compete against smaller hotel offerings and peer-to-peer inventory sources, which allow travelers to book short-term rentals of homes and apartments from owners. We expect that we will continue to face increased competition from new channels of distribution, innovations in consumer-facing technology platforms and other transformations in the travel industry that could impact our ability to attract and retain customers and related business.

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.future as well as a rise in illegal forms of iGaming and online sports betting, such as sweepstakes, offshore operators and gray market operators. 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. If our digital businesses are unable to sustain or grow interest in their offerings they may not be able to gain the scale necessary to successfully compete in the growing market and, as a result, we may not receive the anticipated benefits from our investments. 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 platformsplatforms, such as prediction markets, and marketing channels, or the introduction of new features and functionality or new marketing or promotional efforts by competitors. Such competitors may also spend more money and time on developing and testing products and services, undertake more extensive marketing campaigns, adopt more aggressive pricing or promotional policies or otherwise develop more commercially successful products or services than ours. In addition, the expansion of iGaming, online sports betting, and other types of gaming may further compete with our land-based operations by reducing customer visitation and spend at our properties.

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. Adverse macroeconomic conditions, including inflation, economic contraction, economic uncertainty, geopolitical uncertainty, or the perception by our customers of weak or weakening economic conditions may cause a decline in demand for hotels, casino resorts, trade shows and conventions, and for the type of luxury amenities we offer. In addition, changes in discretionary consumer spending or consumer preferences could be driven by factors such as the increased cost of travel, an unstable job market, perceived or actual disposable consumer income and wealth, outbreaks of contagious diseases or fears of war and acts of terrorism or other acts of violence. Consumer preferences also evolve over time due to a variety of factors, including demographic changes, which, for instance, have resulted in recentthe growth in consumer demand for non-gaming offerings. Our success depends in part on our ability to anticipate the preferences of consumers and timely react to these trends, and any failure to do so may negatively impact our results of operations. In particular, Aria, Bellagio, MGM Grand Las Vegas, and The Cosmopolitan may be affected by economic conditions in the Far East, and all of our Nevada resorts are affected by economic conditions in the United States, and California in particular. 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. Likewise, increased trade tension between the United States and other countries, including as a result of the imposition of tariffs, could lead to a decrease in cross border-travel, result in us paying higher prices for imported goods at our properties and result in countries adopting protectionist legislation that could impair our international operations. In addition, adverse market conditions may impact the labor market and cause disruptions to the global supply chain. If we are unable to hire and retain sufficient employees to operate our properties or procure necessary supplies, our business, results of operations and reputation could be negatively impacted.

We may incur impairments to goodwill, indefinite-lived intangible assets, or long-lived assets which could negatively affect our future profits. We review our goodwill, intangible assets and long-lived assets on an annual basis and during interim reporting periods in accordance with the authoritative guidance. 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. 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.

Co-investing in properties or businesses, including our investmentinvestments in BetMGM North America Venture,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. Co-investors often have shared control over the operation of the property or business. Therefore, the operation of such properties or businesses is subject to inherent risk due to the shared nature of the enterprise and the need to reach agreements on material matters. Furthermore, the occurrence of risks that adversely affect the businesses of our joint ventures or other unconsolidated affiliates could reduce the value of our investments in such entities, impair their ability to make any potential future distributions to us or require that we make additional capital contributions to them. The shared nature of control over such ventures may limit our ability to directly manage these risks.

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. 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 receivingdisrupt the anticipatedventure’s benefits from our investment.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. As a result, we could be subject to additional risks related to being unable to directly control development activities or the timing of development completion, which may impact our ability to complete the project on our anticipated timeline, or at all, or within the agreed upon specifications.

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. Although our business model is primarily asset-light, we intend to continue to evaluate opportunities for future construction, development or expansion projects. Any of our future construction, development or expansion projects, such as our proposed integrated resort under construction in Japan and the potential for full-scale commercial gaming at Empire City,Japan, will be subject to a number of risks, including:

The occurrence of any of these development and construction risks could increase the total costs, delay or prevent the construction, development, expansion or opening or otherwise affect the design and features of any future projects which we might undertake. In addition, the regulatory approvalsapprovals, 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 penaltiespenalties, 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.

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, 2024,2025, approximately 38,00037,000 of our U.S. employees are covered by collective bargaining agreements, some of which will expire in 2025.2026. A prolonged dispute with the covered employees or any labor unrest, strikes or other business interruptions in connection with labor negotiations or otherwise could have an adverse impact on our operations, and adverse publicity in the marketplace related to union messaging could further harm our reputation and reduce customer demand for our services. 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. 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. 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. Plans in these classifications must adopt measures to improve their funded status through a funding improvement or rehabilitation plan, which may require additional contributions from employers (which may take the form of a surcharge on benefit contributions) and/or modifications to retiree benefits. 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. Any such additional costs may be significant.

The failure to maintain the integrity of our information and other systems or customer information cancould 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 collect and process information relating to our employees, guests, and others for various business purposes, including marketing and promotional purposes. The collection and use of personal data are governed by privacy laws and regulations enacted by the various states, the United States and other jurisdictions around the world. Privacy laws and regulations continue to evolve and on occasion may be inconsistent (or conflict) between jurisdictions. Various federal, state and foreign legislative or regulatory bodies may enact or adopt new or additional laws and regulations concerning privacy, data retention, data transfer, and data protection. For example, California has a comprehensive privacy law, known as the California Consumer Privacy Act of 2018 (“CCPA”), which provides some of the strongest privacy requirements in the United States. The CCPA was amended by the California Privacy Rights Act that went into effect in 2023. In addition to the numerous other states with privacy laws, new privacy requirements gowent into effect in 2025 in Delaware, Iowa, Maryland, Minnesota, Nebraska, New Hampshire, New Jersey, and Tennessee. In January 2026, additional privacy requirements will gowent into effect in states including, Indiana, Kentucky, and Rhode Island. Outside the United States, the European Union has adopted a data protection regulation known as the General Data Protection Regulation that provides data subjects with significant privacy-related rights and imposes operational and compliance requirements on organizations with significant penalties for non-compliance. Other jurisdictions including Canada, Brazil, and China have also amended or adopted new privacy laws and/or requirements which often include similar requirements and obligations. There may be risks and uncertainties associated with these and other privacy laws and regulations including their interpretation and implementation, as well as the potential extraterritorial effect of certain privacy laws and regulations.

We also rely extensively on our information and other systems and those of third parties to process transactions, maintain and communicate information, and manage our businesses, including at our properties and on our website and digital platforms. 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. Further, our systems are not fully redundant and our disaster recovery planning cannot account for all possible scenarios that we may encounter.

By way of example, in September 2023, we experienced a cybersecurity issue affecting certain of our systems, in which criminal actors may have accessed certain personal information of some of our customers (the “Cybersecurity Issue”). Among other things, this issue resulted in system shutdowns that created operational disruptions at our domestic properties, adversely affected revenues, and is subjectingsubjected us to litigation, investigations, and potential regulatory penalties or other remedies. For more information, see “Cybersecurity Issue” in Part II, Item 7 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as “Cybersecurity litigation, claims, and investigations” in Part II, Item 8, Note 12 to the accompanying consolidated financial statements.

Furthermore, such extreme weather conditions may result in reduced availability or increased price volatility of certain critical supplies, may interrupt or impede access to our affected properties, and may cause visits to our affected properties to decrease for an indefinite period. Additionally, many states and municipalities have begun to adopt laws and policies on climate change and emission reduction targets. For example, in 2024, the SEC adopted expansive new reporting requirements, requiring registrants to detail the impact of their operations on the environment. While this regulation has been voluntarily stayed by the SEC pendingended judicialits review,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. Similar federal, state, local, and international legislation and regulation based on concerns about climate changechange, 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 any new or updated regulations, which may potentially adversely affect our operations. There can be no assurance that the potential impacts of climate change and severe weather will not have a material adverse effect on our properties, results of operations, cash flows or business.

In addition to gaming regulations, we are also subject to various federal, state, local and foreign laws and regulations affecting businesses in general. These laws and regulations include, but are not limited to, restrictions and conditions concerning alcoholic beverages, environmental matters, smoking, employees, currency transactions, taxation, zoning and building codes, and marketing and advertising. For instance, we are subject to certain federal, state and local environmental laws, regulations and ordinances, including the Clean Air Act, the Clean Water Act, the Resource Conservation Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Energy Policy Act, the Safe Drinking Water Act, Renewable Portfolio Standards, the Oil Pollution Act of 1990, and many others. 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. 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. 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. The likelihood or outcome of similar legislation in other jurisdictions and referendums in the future cannot be predicted, though any smoking ban would be expected to negatively impact our financial performance.

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. The Macau government has the right to unilaterally terminate the concession for endangering the national security of China or Macau by MGM Grand Paradise, failure of MGM Grand Paradise to perform its obligations, for the public interest or lack of appropriate qualifications of MGM Grand Paradise under the gaming law. From the eighth year of MGM Grand Paradise’s concession, the Macau government may redeem the concession by providing MGM Grand Paradise with at least one year of advance notice. In the event the Macau government exercises this redemption right, MGM Grand Paradise is entitled to reasonable and fair damages or indemnity. Upon such termination, all of MGM Grand Paradise’sthe casino area premises and gaming-related equipment, with the exception of thoseequipment which have been temporarily transferred to MGM Grand Paradise by the Macau government for use in accordance with the concession contract,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,Paradise and we would cease to generate any revenues from these operations. We cannot assure you that MGM Grand Paradise will perform all of its obligations under the concession contract in a way that satisfies the requirements of the Macau government.

This management’s discussion and analysis of financial condition and results of operations includes discussion as of and for the year ended December 31, 20242025 compared to December 31, 2023.2024. Discussion of our financial condition and results of operations as of and for the year ended December 31, 20232024 compared to December 31, 20222023 can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023,2024, filed with the Securities and Exchange Commission (“SEC”) on February 23,18, 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.2025.

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 and the recovery from the COVID-19 pandemic, including the removal of COVID-19 travel restrictions in Macau and mainland China.strategy.

•On September 28, 2021, we announced that we and ORIX were selected by Osaka as the region’s integrated resort partner. In December 2021, we and ORIX formed a venture, OsakaMGM IR KK,Osaka, through which we plan to develop the integrated resort. On April 27, 2022, we, together with Osaka prefecture/city, OsakaMGM IR KK,Osaka, and ORIX, submitted an ADP to Japan’s central government. On April 14, 2023, we announced that the Japanese government officially certified the ADP, and, in September 2023, MGM Osaka IR KK signed an agreement with Osaka to implement the ADP. Preliminary construction began on the site of the future resort in 2024. During 2025, the construction of the project progressed as anticipated.

•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. See Note 4 and Note 11 for discussion of the transaction and lease, respectively.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. As a result, we reassessed the useful life of the MGM Grand Paradise gaming subconcession intangible asset and reduced the useful life to align with the contractual term of the subconcession, which expired on December 31, 2022, thereby accelerating the recognition of amortization within our statements of operations. See Note 7 in the accompanying consolidated financial statements for further discussion. 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 61SEK61 per share, for a total fair value of equity interests acquired of approximately $556 million, inclusive of cash settlement of equity awards. See Note 4 for discussion of this transaction.

•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. At closing, the master lease with VICI was amended to remove The Mirage and reflect a $90 million reduction in annual cash rent. Refer to Note 4 for further discussion of this transaction.

The Las Vegas Strip segment results of operations are heavily impacted by visitor volume and trends. During the year ended December 31, 2024,2025, Las Vegas visitor volume increaseddecreased 2%8% compared to 20232024 according to information published by the Las Vegas Convention and Visitors Authority, primarily from sporting events hosted by Las Vegas in February 2024 as well as the general expansion of sporting, music, and entertainment events throughout 2024.Authority.

The MGM China segment results of operations also are heavily impacted by visitor volume and trends. On January 8, 2023, Macau lifted the majority of its COVID-19 pandemic travel and quarantine restrictions with the exception of overseas visitors travelling from outside of mainland China, Hong Kong and Taiwan being required to present a negative nucleic acid test or rapid antigen test result, and, on February 6, 2023, all remaining COVID-19 travel restrictions were removed. During the year ended December 31, 2024,2025, Macau visitor arrivals increased 24%15% compared to 20232024 according to statistics published by the Statistics and Census Service of the Macau Government, as 2024 was positively affected by the continued recovery after the removal of COVID-19 related travel and entry restrictions.Government.

Consolidated net revenues increased 7%2% in 20242025 compared to 20232024 due primarily to MGM China increasing 28%,11%, MGM Digital increasing 28%,19%, and our Regional Operations increasing 1%, partially offset by our Las Vegas Strip Resorts decreasing 4%, each as compared to 20232024 and as discussed below.

Consolidated operating income decreased 21%33% in 20242025 compared to 2023.2024. The decrease was due primarily to the $399$279 million gainof ingoodwill theimpairment priorof yearwhich period$256 million related to theEmpire saleCity, $93 million of thewrite-offs operationsand ofimpairments Goldrelated Striketo TunicaEmpire City recorded inwithin property transactions, net, an increase in payroll related expenses, gaming taxes,taxes incurred primarily at MGM China, and promotionalan increase in depreciation and amortization expense, partially offset by a $161 million increase in income from unconsolidated affiliates and the increase in net revenuesrevenues, discussed above. Depreciation and amortization expense increased $186 million compared to the prior year period due primarily to recently completed capital projects.

Las Vegas Strip Resorts net revenues decreased 4% for 2024 were flat2025 compared to 20232024 due primarily to ana increasedecrease in rooms revenue and food and beverage revenuerevenue, in the current year period,partially offset by aan decreaseincrease in casino revenue, each discussed below.

Las Vegas Strip Resorts casino revenue decreasedincreased 8%3% infor 20242025 compared to 20232024 due primarily to aan decreaseincrease in tabletables games drop and win percentage.percentage and an increase in slot handle.

Las Vegas Strip Resorts rooms revenue increaseddecreased 4%9% in 20242025 compared to 20232024 due primarily to ana increasedecrease in RevPAR.RevPAR and the impact from the room remodel at MGM Grand Las Vegas.

Las Vegas Strip Resorts food and beverage revenue increaseddecreased 3%4% in 20242025 compared to 20232024 due primarily to ana increasedecrease in cateringrestaurant and banquet revenue.covers.

Regional Operations net revenues increased 1% in 20242025 compared to 20232024 due primarily to thean increase in casino revenues, partiallywhich offsetincreased bydue theprimarily dispositionto ofan Gold Strike Tunicaincrease in Februaryslot 2023.handle.

MGM China net revenues increased 28%11% in 20242025 compared to 20232024 due primarily to an increase in casino revenuesrevenues, discussedwhich below.increased due primarily to an increase in main floor table games drop.

(1) Includes rent expense related to triple net operatinglease andrent ground leasesexpense of $2.3 billion, $2.3 billion, and $2.0 billion in each of 2025, 2024, 2023 and 2022, respectively.2023. See Note 11 for discussion of our leases.

Las Vegas Strip Resorts Segment Adjusted EBITDAR decreased 3%8% compared to 2023.2024. Las Vegas Strip Resorts Segment Adjusted EBITDAR margin decreased to 33.9% in 2025 compared to 35.2% in 2024 compared to 36.3% in 2023 due primarily to anthe increasedecrease in payroll-relatedrevenues, expenses.discussed above.

Regional Operations Segment Adjusted EBITDAR increased 1%2% compared to 2023.2024. Regional Operations Segment Adjusted EBITDAR margin decreasedincreased to 30.8% in 2025 compared to 30.7% in 2024 compared to 30.9% in 2023 due primarily to an increase in payroll related expenses, partially offset by the increase in casino revenues.revenues, discussed above.

MGM China’sChina Segment Adjusted EBITDAR increased 25%11% in 20242025 compared to 2023 due primarily to the increase in casino revenues.2024. MGM China’s Segment Adjusted EBITDAR margin decreased towas 27.0% in 20242025, flat compared to 27.5%the inprior 2023year due primarily to thean increase in promotionalcasino expenserevenue, anddiscussed in lower margin non-gaming revenues,above, partially offset by thelower increasemargins in casinonon-gaming revenues in 2024, discussed above.outlets.

MGM Digital’sDigital Segment Adjusted EBITDAR loss was $90 million in 2025 compared to a loss of $77 million in 2024 compared to $32 million 2023.2024. The change was due primarily to thean increase in marketingcosts, costsprimarily duepayroll torelated, entrymarketing, intoand newgaming markets,taxes, which were partially offset bywith thean increase in revenuesnet inrevenues, 2024.discussed above.

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

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. 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.

“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 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. Triple net lease rent expense is the expense for rent to landlords under triple net operating leases for its domestic properties, the ground subleases of Beau Rivage and MGM National Harbor, and the land concessions at MGM China. “Segment Adjusted EBITDAR margin” is Segment Adjusted EBITDAR divided by related segment net revenues.

“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 gaingoodwill on REIT transactions, net.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 herein.

As of December 31, 2024,2025, all of our registered principal debt arrangements are guaranteed by each of our wholly owned material domestic subsidiaries that guarantee our senior credit facility.facilities. Our registered principal debt arrangements are not guaranteed by MGM Grand Detroit, LLC, MGM National Harbor, LLC, Blue Tarp reDevelopment, LLC (d/b/a MGM Springfield), MGM Sports & Interactive Gaming, LLC (the entity that holds our 50% interest in BetMGM North America Venture), MGM CEE Holdco, LLC (the entity that holds our consolidated digital gaming subsidiaries, including LeoVegas), and each of their respective subsidiaries. Our foreign subsidiaries, including MGM China and its subsidiaries, are also not guarantors of our registered principal debt arrangements. In the event that any subsidiary is no longer a guarantor of our senior credit facilityfacilities or any of our future capital markets indebtedness, that subsidiary will be released and relieved of its obligations to guarantee our existing seniorregistered notes.principal debt arrangements. The indentures governing the seniorregistered notesprincipal debt arrangements further provide that in the event of a sale of all or substantially all of the assets of, or capital stock in a subsidiary guarantor then such subsidiary guarantor will be released and relieved of any obligations under its subsidiary guarantee.

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

Operating activities. 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 compared to $2.7 billion in 2023.2024. The decreaseincrease from the prior year was due primarily to changesthe change in workingcash capitalpaid primarily(refunded) relatedfor to payroll liabilities, gamingincome taxes, and payables, partially offset by thean increase in Segment Adjusted EBITDAR at MGM ChinaChina, 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 and a decrease in cash paid for interest and income taxes.above.

Investing activities. 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,investments, business acquisitions or dispositions, and the timing of maintenance capital expenditures to maintain the quality of our properties. Capital expenditures related to regular investments in our existing properties can also vary depending on timing of larger remodel projects related to our public spaces and hotel rooms.

In 2024,2025, we made capital expenditures of $1.2$1.1 billion, of which $149$195 million related to MGM China and is inclusive of capital expenditures relating to the gaming concession investment. Capital expenditures primarily related to informationroom technologyremodels, casino floor remodels and roomequipment, and venueinformation remodels.technology.

In 2023,2024, we made capital expenditures of $932$1.2 million,billion, of which $45$149 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,technology and room and restaurantvenue remodels, convention center remodels, and gaming equipment.remodels.

Financing activities. Cash used in financing activities was $1.7 billion in 2025 compared to $1.6 billion in 20242024. comparedIn 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 $5.0noncontrolling billioninterest owners. In comparison, in 2023.the Inprior 2024,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. 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 2024,2025, we paid $1.4$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 FebruaryNovember 2023 $2.0 billion stock repurchase plan was completed. The remaining availability under the NovemberApril 20232025 $2.0 billion stock repurchase plan was $826$1.6 millionbillion as of December 31, 2024.2025.

In 2023,2024, we paid $2.3$1.4 billion relating to repurchases of our common stock pursuant to our stock repurchase plans. In connection with those repurchases, the MarchFebruary 20222023 $2.0 billion stock repurchase plan was completed.

Consolidated net revenuesRevenue for the three months ended MarchJune 31,30, 2026 increased 4%1% compared to the prior year quarter due primarily to MGMrevenue China increasing 9%, MGM Digital increasing 43%, and Regional Operations increasing 2%, whilefrom Las Vegas Strip Resorts wasincreasing flat,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.

LasOperating Vegas Strip Resorts net revenuesincome increased $4 million24% for the three months ended MarchJune 31,30, 2026 compared to the prior year quarter due primarily to a $29$287 million increasegain in non-gaming“Property revenuetransactions, drivennet” byfor anthe $18current quarter, of which $255 million increaserelated into cateringthe andgain banquetson withinsale foodof andthe beverageoperations revenue,of MGM Northfield Park, partially offset by a $25goodwill millionimpairment decreasecharge inof casino$111 revenue driven by a decrease in table games volume.million.

Regional Operations net revenues increaseddecreased 2%4% or $17$41 million for the three months ended MarchJune 31,30, 2026 compared to the prior year quarter due primarily to athe $13sale millionof the operations of MGM Northfield Park, partially offset by an increase in same-store casino revenue primarily driven by slot drop and table games drop.handle.

MGM China net revenues increaseddecreased 9%1% or $95$9 million for the three months ended MarchJune 31,30, 2026 compared to the prior year quarter due primarily to ana $81$21 million increasedecrease in casino revenue drivenprimarily due to a decline in table games volume, partially offset by the increase in main floor table games drop and win percentage.

MGM Digital’s net revenuesrevenue increased 43%20% or $55$32 million for the three months ended MarchJune 31,30, 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 LeoVegas’the digital business to consumer offerings.

(1) Includes triple net lease rent expense of $565$552 million and $564 million for the three month periodsmonths ended MarchJune 31,30, 2026 and 2025, respectively.respectively, and $1.1 billion for each of the six months ended June 30, 2026 and 2025.

Las Vegas Strip Resorts Segment Adjusted EBITDAR decreasedincreased 8%3% for the three months ended MarchJune 31,30, 2026 compared to the prior year quarter. Las Vegas Strip Resorts Segment Adjusted EBITDAR margin was 34.4%33.9% for the three months ended MarchJune 31,30, 2026, compared to 37.3%33.6% in the prior year quarter due primarily to the receipt of $6 million of business interruption insurance proceeds related to the September 2023 cybersecurity issue in the current year quarter as compared to $36 million in the prior year quarter and an increase in selfcasino insurance expense of $37 million due to an increase in reserves.revenue.

RegionalLas OperationsVegas Strip Resorts Segment Adjusted EBITDAR decreased 7%2% for the threesix months ended MarchJune 31,30, 2026,2026 compared to the prior year quarter.period. RegionalLas OperationsVegas Strip Resorts Segment Adjusted EBITDAR margin was 28.3%34.1% for the threesix months ended MarchJune 31,30, 2026, compared to 31.0%35.5% in the prior year quarterperiod due primarily to an increase in payroll related expenses, the receipt of $2$6 million of business interruption insurance proceeds related to the September 2023 cybersecurity issue in the current year quarterperiod as compared to $12$42 million in the prior year quarter,period and an increase in self insurance expense of $9$40 million due to an increase in reserves, partially offset by the increase in net revenuesrevenues, discussed above.

MGMRegional ChinaOperations Segment Adjusted EBITDAR decreased 4%9% for the three months ended MarchJune 31,30, 2026, compared to the prior year quarter. MGMRegional ChinaOperations Segment Adjusted EBITDAR margin was 24.4%30.3% for the three months ended MarchJune 31,30, 2026, compared to 27.8%32.0% in the prior year quarter due primarily to an increase in the intercompany branding license fee expensedisposition of $23MGM millionNorthfield primarily as a result of a new intercompany long term branding agreement, and an increase in payroll related expenses, partially offset by the increase in net revenues.Park.

MGM Digital Segment Adjusted EBITDAR loss was $26$31 million for the three months ended MarchJune 31,30, 2026 compared to a loss of $34$26 million in the prior year quarter. The change was due primarily to an increase in revenue,marketing asexpenses discussedand abovegaming taxes, partially offset by an increase in marketingrevenue, expensesas anddiscussed gaming taxes.above.

Income (loss) from Unconsolidated Affiliates

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

Gross interest expense was $101$102 million and $108$106 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and was $203 million and $214 million for the six months ended June 30, 2026 and 2025, respectively. See Note 5 to the accompanying consolidated financial statements for discussion on long-term debt and see “Liquidity and Capital Resources” for discussion on issuances and repayments of long-term debt.

Other, net was income of $4$9 million and expense of $11$161 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. Other income, net for the three months ended MarchJune 31,30, 2026 was primarily comprised of a foreign currency transaction gain of $25$30 million andprimarily interestrelated andto dividendUSD incomedenominated ofdebt $10held million,by a foreign subsidiary, partially offset by a net loss related to debt and equity investments of $12 million and a net loss related to derivatives of $19$27 million. Other expense, net for the three months ended MarchJune 31,30, 2025 was primarily comprised of a foreign currency transaction loss of $101$208 million primarily related to USD denominated debt held by a foreign subsidiary, partially offset by a net gain related to derivatives of $40 million, a gain related to debt and equity investments of $35 million, and interest and dividend income of $15$34 million.

Our effective income tax rate was 13.6%21.9% and 15.0%19.2% for the three and six months ended MarchJune 31,30, 20262026, respectively, compared to 11.7% and March13.9% 31,for the three and six months ended June 30, 2025, respectively. The effective tax rate for each of the periods was favorably impacted primarily by the mix of U.S. and foreign income, including Macau gaming profits which are exempt from complementary tax. In the current year periods, this benefit was partially offset by the non-tax deductible goodwill impairment.

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

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

As of MarchJune 31,30, 2026, all of our registered principal debt arrangements are guaranteed by each of our wholly owned material domestic subsidiaries that guarantee our senior credit facilities. Our registered principal debt arrangements are not guaranteed by MGM Grand Detroit, LLC, MGM National Harbor, LLC, Blue Tarp reDevelopment, LLC (d/b/a MGM Springfield), MGM Sports & Interactive Gaming, LLC (the entity that holds our 50% interest in BetMGM North America Venture), MGM CEE Holdco, LLC (the entity that holds our consolidated digital gaming subsidiaries, including LeoVegas), and each of their respective subsidiaries. Our foreign subsidiaries, including MGM China and its subsidiaries, are also not guarantors of our registered principal debt arrangements. In the event that any subsidiary is no longer a guarantor of our senior credit facilities or any of our future capital markets indebtedness, that subsidiary will be released and relieved of its obligations to guarantee our existing registered principal debt arrangements. The indentures governing the registered principal debt arrangements further provide that in the event of a sale of all or substantially all of the assets of, or capital stock in a subsidiary guarantor then such subsidiary guarantor will be released and relieved of any obligations under its subsidiary guarantee.

Operating activities. Trends in our operating cash flows tend to follow trends in operating income, excluding non-cash charges, but can be affected by changes in working capital, the timing of significant interest payments, and income tax payments or refunds. Cash provided by operating activities was $568$1.1 millionbillion in the threesix months ended MarchJune 31,30, 2026 compared to $547$1.2 millionbillion in the prior year period. The increasedecrease from the prior year period was due primarily to the change in cash refunded for income taxes, partially offset by a decrease in Segment Adjusted EBITDAR at our Las Vegas Strip ResortsResorts, Regional Operations, and MGM China discussed within the Results of Operations section above.above, and changes in net working capital, partially offset by the change in cash paid (refunded) for income taxes.

Cash used in investing activities was $373$109 million in the threesix months ended MarchJune 31,30, 2026 compared to $227cash used in investing activities of $605 million in the prior year period. In the threesix months ended MarchJune 31,30, 2026, we made payments of $155$396 million in capital expenditures, as further discussed below, and contributed $138 million to unconsolidated affiliates.affiliates, and we received $507 million in net cash proceeds related to the sale of the operations of MGM Northfield Park. In comparison, in the prior year period we made payments of $228$496 million in capital expenditures, as further discussed below.below, and contributed $85 million to unconsolidated affiliates.

We made capital expenditures of $155$396 million in the threesix months ended MarchJune 31,30, 2026, of which $42$77 million related to MGM China and is inclusive of capital expenditures relating to the gaming concession investment. Capital expenditures primarily related to room remodels and information technology.

We made capital expenditures of $228$496 million in the threesix months ended MarchJune 31,30, 2025, of which $60$111 million related to MGM China and is inclusive of capital expenditures related to the gaming concession investment. Capital expenditures primarily related to room remodels, casino floor remodels and equipment, and information technology.

Financing activities. Cash providedused byin financing activities was $40$551 million in the threesix months ended MarchJune 31,30, 2026 compared to cash used in financing activities of $470$1.1 millionbillion in the prior year period. In the threesix months ended MarchJune 31,30, 2026, we had net borrowingsrepayments of debt of $178$141 million, as further discussed below, and paid $89$262 million for repurchases of our common stock.stock, and distributed $83 million to noncontrolling interest owners. In comparison, in the prior year period, we had net borrowingsrepayments of debt of $50$161 million, as further discussed below, paid $489$717 million for repurchases of our common stock, and distributed $12$80 million to noncontrolling interest owners.

During the threesix months ended MarchJune 31,30, 2026, we had net borrowingsrepayments of debt of $178$141 millionmillion, onwhich MGMprimarily China’sconsisted revolving credit facility.of:

During the three months ended March 31, 2025, we had •net borrowingsrepayments of debt of $50$141 million on MGM China’s first revolving credit facility.facility,

During the threesix months ended MarchJune 31,30, 2026, we paid $89$262 million relating to repurchases of our common stock pursuant to our stock repurchase plans. See Note 10 for further information on the stock repurchases. The remaining availability under the April 2025 $2.0 billion stock repurchase plan was $1.5$1.4 billion as of MarchJune 31,30, 2026.

During the threesix months ended MarchJune 31,30, 2025, we paid $489$717 million relating to repurchases of our common stock pursuant to our stock repurchase plans.

As of MarchJune 31,30, 2026, we had cash and cash equivalents of $2.3$2.5 billion, of which MGM China held $918$514 million, and we had $6.4$6.1 billion in principal amount of indebtedness, including $2.7$2.3 billion related to MGM China. No amounts were drawn on our revolving credit facility and, as of MarchJune 31,30, 2026, there was $663$344 million outstanding under MGM China’s revolving credit facility.

Our expected cash interest payments over the next twelve months, based on principal amounts of debt outstanding, contractual maturity dates, and interest rates, each as of MarchJune 31,30, 2026, are approximately $190 million to $210 million, excluding MGM China, and approximately $325$345 million to $345$365 million on a consolidated basis, which includes MGM China.

We are also required, as of MarchJune 31,30, 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 net revenuesrevenue at the properties on capital expenditures), in addition to the annual cash rent. Refer to Note 4 for discussion of the MGM Northfield Park transaction, which, in connection with the closing of the transaction in April 2026, the master lease between us and VICI was amended to remove MGM Northfield Park and to reflect a $53 million reduction in annual cash rent.

Additionally, we have cash commitments to fund MGM Osaka relating to the development of an integrated resort in Osaka, Japan of JPY428 billion, which represents our expected approximate 43.5% equity share (our ownership percentage of MGM Osaka decreased from 50% as of March 31, 2026 to approximately 39% subsequent to minority interest equity funding in April 2026 and is expected to fluctuate over the equity funding period, with us holding an expected approximate 43.5% ownership interest upon completion of such fundings). We expect to fund the estimated remaining amount of approximately JPY335.9 billion (approximately $2.1 billion as of MarchJune 31,30, 2026) on a quarterly basis through 2028, of which a portion we expect to fund with the proceeds from the senior secured yen credit facility. In July 2026, we funded JPY2.9 billion (approximately $18 million) of the committed amount. Project costs may increase due primarily to inflation, which increases may be offset by cost mitigation efforts and funded by additional financing. Refer to Note 8 to the accompanying consolidated financial statements for further discussion regarding our commitments and guarantees.