MGM

• Net income attributable to MGM Resorts was $292 million, up from $49 million in the prior year quarter.
• Consolidated Adjusted EBITDA was $610 million, down from $648 million in the prior year quarter.
• Diluted EPS was $1.11, up from $0.18; Adjusted EPS was $0.59, down from $0.79.
• Las Vegas Strip Resorts revenue grew 3% to $2.2 billion; MGM Digital revenue grew 20% to $196 million.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The notes were issued under an indenture dated May 13, 2026, with Wilmington Savings Fund Society, FSB as trustee.
• Net proceeds of approximately $739.9 million will be used to repay a portion of amounts outstanding under the revolving credit facility and for general corporate purposes.
• Interest on the notes is payable semi-annually on May 15 and November 15, beginning November 15, 2026.
• The notes include redemption provisions, a change of control put at 101%, and a special put option related to Macau gaming operations.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits

• MGM Resorts International held its annual meeting of stockholders on May 6, 2026.
• Stockholders ratified Deloitte & Touche LLP as independent auditor for fiscal year ending December 31, 2026, with 222,877,974 votes for.
• The advisory vote on named executive officer compensation was approved with 127,327,418 votes for.
• The report was filed under Item 5.07 to disclose the results of these stockholder votes.

5.07 Submission of Matters to a Vote of Security Holders

• Consolidated net revenues were $4.5 billion for Q1 2026, a 4% increase from the prior year quarter.
• Consolidated Adjusted EBITDA was $580 million, down from $637 million in the prior year quarter.
• Diluted EPS was $0.48, and Adjusted EPS was $0.49, compared to $0.51 and $0.69, respectively, in Q1 2025.
• The company closed the sale of MGM Northfield Park operations for $546 million in April 2026.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• On April 3, 2026, MGM Resorts International entered into a Voting Agreement with IAC Inc. and Barry Diller.
• The agreement terminates if the Covered Entities' ownership falls below 17.5%, if the Board fails to nominate two IAC-designated directors, or upon a change of control.
• Diller Entities are released from voting restrictions if Diller leaves IAC roles and their IAC ownership falls below one-third.
• The Voting Agreement is attached as Exhibit 10.1 to the 8-K.

1.01 Entry into a Material Definitive Agreement · 9.01 Financial Statements and Exhibits

• Net income attributable to MGM Resorts was $294 million in Q4 2025, up from $157 million in Q4 2024.
• Consolidated Adjusted EBITDA for Q4 2025 was $635 million, up 20% from $528 million in the prior year quarter.
• Diluted EPS was $1.11 in Q4 2025, compared to $0.52 in Q4 2024; Adjusted EPS was $1.60 versus $0.45.
• The company repurchased 15 million shares in Q4 2025 for $516 million, with $1.6 billion remaining under the repurchase plan.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Q4 2025 net income attributable to MGM Resorts International was $293.6 million, or $1.11 diluted EPS, versus $157.4 million, or $0.52 diluted EPS, in Q4 2024.
• Full-year 2025 total revenues were $17.538 billion, up from $17.241 billion in 2024.
• Full-year 2025 net income attributable to MGM Resorts International was $205.9 million, or $0.76 diluted EPS, versus $746.6 million, or $2.40 diluted EPS, in 2024.
• Consolidated Adjusted EBITDA was $635.3 million for Q4 2025 and $2.426 billion for full-year 2025, versus $528.5 million and $2.411 billion in the prior-year periods.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• On January 15, 2026, MGM Resorts International entered into an employment agreement with John McManus, Chief Legal and Administrative Officer and Secretary, effective January 1, 2026.
• McManus is eligible for an annual target bonus of 150% of base salary, with excess paid in deferred restricted stock units.
• He is eligible for annual equity grants targeted at $2,500,000 for each year from 2026 through 2029, split 50% performance share units and 50% restricted stock units.
• The agreement includes severance provisions for termination without cause or for good cause, and a 12-month non-compete covenant.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits