Every material Form 8-K MGM Resorts has filed with the SEC since March 12, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
MGM Resorts reported third-quarter 2026 results for the quarter ended September 30, 2026. Revenue fell 1% to $4.2 billion and Consolidated Adjusted EBITDA fell to $403 million from $506 million, while the net loss attributable to MGM Resorts narrowed to $17 million from $285 million. The CFO said an amended voting agreement announced the same day supports pursuing value-creating share repurchases, though the filing gives no repurchase amount.
Consolidated revenue of $4.2 billion, down 1% from the prior year quarter
Net loss attributable to MGM Resorts of $17 million, versus $285 million a year earlier; diluted loss per share of $0.07 versus $1.05
Adjusted EPS of $(0.11) versus $0.24 a year earlier; Consolidated Adjusted EBITDA of $403 million versus $506 million
Las Vegas Strip Resorts Segment Adjusted EBITDAR of $531 million, down 12%; MGM China revenue up 5% to $1.1 billion
MGM Resorts amended its April 3, 2026 Voting Agreement with People Incorporated and Barry Diller on October 27, 2026, after People withdrew its previously announced proposal to acquire the company. The amendment caps the group's ownership at 29.9% of outstanding common stock and sets voting rules for stockholder votes and change of control transactions. The company says no transaction is contemplated under the agreement.
Covered Entities may not acquire shares that would take their ownership above 29.9% of outstanding common stock, with exceptions for increases caused by company repurchases.
Above 25.73% of voting power, the Covered Entities vote in line with the majority of other holders on non-change-of-control matters.
In a change of control transaction, they vote with the Board's recommendation if specified conditions are met.
The amendment followed People's withdrawal of its proposal to acquire MGM Resorts; the press release was issued October 28, 2026.
MGM Resorts reported second quarter 2026 results, with consolidated revenue of $4.5 billion, up 1% from the prior year quarter. Net income attributable to MGM Resorts rose to $292 million and diluted EPS to $1.11, but these gains were driven largely by a $287 million net gain from property transactions, while adjusted EPS fell to $0.59 from $0.79 and Consolidated Adjusted EBITDA fell to $610 million from $648 million.
Consolidated revenue of $4.5 billion, up 1%; net income attributable to MGM Resorts of $292 million versus $49 million a year earlier
Adjusted EPS of $0.59 versus $0.79 a year earlier; diluted EPS of $1.11 versus $0.18
Consolidated Adjusted EBITDA of $610 million versus $648 million; a $111 million goodwill impairment was recorded in the quarter
Repurchased about 4 million shares for $164 million in the quarter; about $1.4 billion remained under the April 2025 repurchase plan as of June 30, 2026
MGM China Holdings Limited, a consolidated subsidiary of MGM Resorts International, issued $750 million of 6.25% senior notes due 2033 on May 13, 2026, under an indenture with Wilmington Savings Fund Society, FSB, as trustee. The company expects about $739.9 million in net proceeds to repay part of its revolving credit facility and for general corporate purposes, and the filing describes the debt as a new direct financial obligation.
Principal: $750 million aggregate, 6.25% senior notes due 2033, issued May 13, 2026
Estimated net proceeds: approximately $739.9 million after fees and expenses
Use of proceeds: repay a portion of revolving credit facility borrowings and general corporate purposes
Interest payable in cash on May 15 and November 15, beginning November 15, 2026
MGM Resorts reported first-quarter 2026 consolidated net revenues of $4.5 billion, up 4% from the prior year quarter, but net income attributable to the company fell to $125 million from $149 million. Diluted EPS was $0.48 versus $0.51, and Adjusted EPS was $0.49 versus $0.69. The company also closed the sale of MGM Northfield Park operations for $546 million in April 2026 and plans to use the proceeds partly for share repurchases.
Consolidated net revenues $4.5 billion, up 4%; Consolidated Adjusted EBITDA $580 million versus $637 million
Net income attributable to MGM Resorts $125 million versus $149 million; diluted EPS $0.48 versus $0.51
Adjusted EPS $0.49 versus $0.69 in the prior year quarter
Closed sale of MGM Northfield Park operations for $546 million in April 2026; repurchased about 2 million shares for $90 million in Q1
On April 3, 2026, MGM Resorts entered a Voting Agreement with IAC Inc. and Barry Diller. IAC, Diller and their controlled affiliates will vote any voting power above 25.73% in the same proportion as other stockholders, which limits their influence on shareholder votes. The agreement ends if their stake falls below 17.5%, if the board fails to nominate two IAC-designated qualified directors, or if a change of control occurs.
Covered Entities will vote shares above 25.73% of total voting power in proportion to other stockholders.
The agreement terminates if Covered Entities own less than 17.5% of voting securities, on a change of control, or if the board fails to nominate two IAC-designated qualified directors.
Mr. Diller was deemed designated to the board by IAC as of the agreement date.
Restriction on Diller Entities ends only when Mr. Diller no longer serves as IAC Chairman or Senior Executive and they hold less than one-third of IAC's voting power.
MGM Resorts reported fourth-quarter and full-year 2025 results on February 5, 2026. Fourth-quarter net income attributable to MGM Resorts rose to $294 million from $157 million, while full-year net income fell to $206 million from $747 million, weighed down by a $279 million goodwill impairment and $303 million in net other non-operating expense. The company also repurchased over $1.2 billion of shares in 2025, leaving $1.6 billion of authorization as of December 31, 2025.
Q4 2025 consolidated net revenues were $4.6 billion, up 6%, and diluted EPS was $1.11 versus $0.52 a year earlier
Full-year 2025 diluted EPS was $0.76 versus $2.40, while full-year Adjusted EPS rose to $3.31 from $2.59
Full-year 2025 Consolidated Adjusted EBITDA was $2.4 billion, up 1%, and net revenues were $17.5 billion, up 2%
Repurchased 37.5 million shares in 2025; $1.6 billion remained under the April 2025 plan as of December 31, 2025
MGM Resorts inadvertently posted preliminary, unaudited fourth-quarter and full-year 2025 results on February 4, 2026, as Exhibit 99.1 to an 8-K. Fourth-quarter revenue and earnings rose from a year earlier, while full-year net income attributable to the company fell sharply and included a $278.9 million goodwill impairment. The figures remain subject to closing procedures and have not been audited or reviewed, so final numbers may differ.
Q4 2025 revenue was $4.6 billion, up from $4.3 billion in Q4 2024; diluted EPS was $1.11 versus $0.52.
Full-year 2025 net income attributable to MGM Resorts was $206 million, down from $747 million in 2024; diluted EPS was $0.76 versus $2.40.
Full-year 2025 goodwill impairment was $278.9 million; Consolidated Adjusted EBITDA was $2.43 billion versus $2.41 billion.
The information was posted inadvertently on February 4, 2026, and is subject to closing procedures and not audited or reviewed by the independent auditor.
MGM Resorts International entered into a new employment agreement with John McManus, its Chief Legal and Administrative Officer and Secretary, effective January 1, 2026, running through December 31, 2029. The agreement sets a minimum base salary of $1,000,000, a target bonus of 150% of salary, and planned annual equity grants, and it sets severance terms and a 12-month non-compete. The filing describes a compensation arrangement for an existing executive and does not report a change in officer role or any financial results.
Agreement entered January 15, 2026, effective January 1, 2026, with a term through December 31, 2029
Minimum base salary of $1,000,000 per year and annual target bonus of 150% of base salary
Targeted annual equity grants of $2,500,000 in each of 2026, 2027, 2028 and 2029, split 50% performance share units and 50% restricted stock units
Termination without cause or for good cause pays one year of salary plus target bonus, plus COBRA reimbursement equal to 1.5 times the cost for 12 months, subject to a release of claims
MGM Resorts reported a third-quarter 2025 net loss attributable to the company of $285 million, compared with net income of $185 million a year earlier, driven mainly by a $256 million non-cash goodwill impairment tied to its decision to withdraw a Empire City gaming license application. Consolidated net revenues rose 2% to $4.3 billion and Adjusted EPS was $0.24 versus $0.54, while the company also signed a secured credit agreement for a JPY45.2 billion term loan that its filing says supports the MGM Osaka project.
Net revenues of $4.3 billion, up 2% year over year; diluted loss per share of $1.05 versus earnings of $0.61
Goodwill impairment of $256 million and about $93 million of other non-cash write-offs related to Empire City
Adjusted EPS of $0.24 versus $0.54; Consolidated Adjusted EBITDA of $506 million versus $574 million
Credit Agreement dated October 23, 2025 with Sumitomo Mitsui Banking Corporation provides a JPY45.2 billion term loan maturing in October 2030, subject to conditions
MGM Resorts entered employment agreements on September 16, 2025, with CFO and Treasurer Jonathan Halkyard and Chief Commercial Officer and President, MGM Digital, Gary Fritz, both effective October 1, 2025. The agreements set minimum base salaries of $1,250,000 for Halkyard and $1,500,000 for Fritz, with terms ending September 30, 2029 and September 30, 2028, respectively. The filing describes standard-style pay, bonus, equity and severance terms, so the direct effect on shareholders appears limited.
Halkyard: term to September 30, 2029; minimum base salary $1,250,000; target bonus 150% of base salary
Fritz: term to September 30, 2028; minimum base salary $1,500,000; target bonus 175% of base salary
Targeted annual equity grants: $3,125,000 for Halkyard (2025 to 2028) and $4,500,000 for Fritz (2025 to 2027), subject to Compensation Committee discretion
Fritz also receives a 25,000 restricted stock unit award on October 1, 2025, vesting after one year
MGM Resorts International said Chief Operating Officer Corey Sanders will retire after more than 30 years of service. He will remain COO through December 31, 2025, then serve as Senior Advisor to the CEO and President through December 31, 2026. The company intends to name a successor COO later in September 2025, so shareholders will learn who will lead the Las Vegas and regional properties and corporate departments.
Sanders's COO term was extended under an amendment effective August 29, 2025, running through December 31, 2025, with no change to salary, target bonus or equity eligibility.
Advisory term runs through December 31, 2026, with a monthly salary of $25,000 and a potential bonus of up to $200,000.
The company intends to name a new COO later this month, according to the September 5, 2025 press release.
MGM Resorts reported second-quarter 2025 consolidated net revenues of $4.4 billion, up 2% from a year earlier, and consolidated Adjusted EBITDA of $648 million, up from $635 million. Net income attributable to MGM Resorts fell to $49 million from $187 million, mainly due to a $208 million foreign currency transaction loss, and diluted EPS was $0.18 versus $0.60. The company also repurchased 8 million shares for $217 million and said about $2.1 billion remains under its repurchase program.
Consolidated net revenues of $4.4 billion in Q2 2025, up 2% year over year, led by MGM China and Regional Operations
Net income attributable to MGM Resorts of $49 million versus $187 million, due to a $208 million pre-tax foreign currency transaction loss
Diluted EPS of $0.18 versus $0.60; Adjusted EPS of $0.79 versus $0.86 in the prior year quarter
BetMGM venture upgraded its 2025 guidance, and about $2.1 billion remains under the share repurchase program as of June 30, 2025
MGM Resorts entered into a new employment agreement with CEO William Hornbuckle on May 8, 2025, replacing his prior agreement that was set to end August 31, 2026. The new term runs to December 31, 2028, and the filing says the company wants him to keep leading the company for the long term.
New term runs until December 31, 2028, with minimum base salary of $2,000,000 per year
Annual target bonus of 250% of base salary; amounts above 150% of target paid in deferred restricted stock units
Expected annual equity grants of $10,000,000 for 2025 through 2028, plus a one-time cash signing bonus of $8,000,000
Severance equals 1.5 times base salary plus target bonus if terminated without cause, with a 12-month non-compete
MGM Resorts reported first-quarter 2025 consolidated net revenues of $4.3 billion, down 2% from the prior year quarter, with net income attributable to the company falling to $149 million from $217 million and diluted EPS falling to $0.51 from $0.67. The company attributed the decline primarily to lower net revenues at the Las Vegas Strip Resorts and MGM China. The Board also authorized a new $2 billion stock repurchase plan, which does not obligate the company to buy any shares and may be suspended or discontinued at any time.
Consolidated net revenues of $4.3 billion, down 2% from the prior year quarter
Net income attributable to MGM Resorts of $149 million versus $217 million; diluted EPS of $0.51 versus $0.67
Adjusted EPS of $0.69 versus $0.74 in the prior year quarter
New $2 billion repurchase plan, in addition to the November 2023 plan with about $337 million remaining as of March 31, 2025
On April 15, 2025, MGM China Holdings, an indirect majority-owned subsidiary of MGM Resorts International, entered into a HK$23.4 billion unsecured revolving credit facility. The proceeds will refinance MGM China's existing senior unsecured credit facilities, which will be repaid in full and canceled from April 22, 2025, along with funding working capital and general corporate purposes. The filing does not state the effect on earnings or cash flow.
Facility size is HK$23.4 billion, dated April 15, 2025, with certain lenders party to the agreement.
Interest is HIBOR plus a margin of 1.625% to 2.75%, set by MGM China's leverage ratio; the facility matures 60 months after the agreement date.
Existing senior unsecured credit facilities will be repaid in full and their commitments canceled, effective April 22, 2025, the first utilization date.
The facility must be prepaid in full if MGM Resorts International ceases to own more than 50% of MGM China's ordinary share capital.
MGM Resorts increased its board from twelve to thirteen seats and appointed Donna Langley, Chairman of NBCUniversal Entertainment & Studios, as a director on March 12, 2025. The filing says she has no related party transactions with the company and will receive the same cash and equity compensation as other independent directors.
Board size increased from twelve to thirteen directors on March 12, 2025
Annual director retainer was raised to $100,000 after the May 1, 2024 Annual Meeting
Langley received a pro-rated restricted stock unit grant with a target value of $53,750, vesting on the earlier of the first anniversary of the grant or the next annual meeting
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