AddedRisk Factors
Further, our systems are not fully redundant and our disaster recovery planning cannot account for all possible scenarios that we may encounter.
The 10-K against last year's
97 changes: 10 added, 11 removed, 74 reworded, 2 quiet changes
10-K 0000789570-26-000018 (2026-02-11) vs 10-K 0000789570-25-000008 (2025-02-18)
The redline
The paragraph that changed most in each section
Marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
MD&A 208 words changed in this paragraph; it is 36% similar to last year's version.
The value of our Empire City reporting unit is has been dependent upon us obtaining a commercial gaming license and the timing thereof, as well as other assumptions that may change throughout the bidding process as additional information becomes known, which includes the size, scope, related to constructing and timing of constructing an expanded operating a commercial gaming facility, facility. In the potential third quarter of 2025, the competitive and economic assumptions underpinning our return expectations on our investment in a commercial gaming facility changed, which led us to determine we would withdraw our application for and timing of a transaction commercial gaming license for the monetization Empire City. Accordingly, we performed an interim impairment test of the improvements and goodwill related to the proceeds and any rent associated with such transaction, and Empire City reporting unit using a discounted cash flow model to estimate fair value. As a result of the incremental decrease in forecasted cash flows generated by flows, the expanded facility, such as license payments and other payments to government entities, gaming tax rates, and forecasted revenue and expenses from operations. While the quantitative impairment analysis performed in 2024 resulted in the fair carrying value of Empire City exceeding exceeded its carrying value by a substantial margin based upon the assumptions as of the date of the analysis, any of these assumptions could change materially as a result of new or additional information and, if they do, could result in fair value. As such, we recorded an impairment of up to the full amount of the Empire City reporting unit’s goodwill of $256 million.
Source: Item 7, 10-K 0000789570-26-000018 vs Item 7, 10-K 0000789570-25-000008
Risk Factors 188 words changed in this paragraph; it is 68% similar to last year's version.
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, 2024) 2025) for 50% of Osaka IR KK’s MGM Osaka’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 Osaka IR KK, MGM 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.
Source: Item 1A, 10-K 0000789570-26-000018 vs Item 1A, 10-K 0000789570-25-000008
Accounting Policies 151 words changed in this paragraph; it is 53% similar to last year's version.
The Company evaluates its property and equipment and other long-lived assets for impairment based on its classification as held for sale or to be held and used. Several criteria must be met before an asset is classified as held for sale, including that management with the appropriate authority commits to a plan to sell the asset at a reasonable price in relation to its fair value and is actively seeking a buyer. For assets held for sale, the Company recognizes the asset at the lower of carrying value or fair market value less costs to sell, as estimated based on comparable asset sales, offers received, or a discounted cash flow model. For assets to be held and used, the Company reviews for impairment whenever indicators of impairment exist. The Company then compares the estimated future cash flows of the asset group, on an undiscounted basis, to the carrying value of the asset group. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then an impairment charge is recorded based on the fair value of the asset, typically measured using a discounted cash flow model. If an asset is still under development, future cash flows include remaining construction costs. All recognized impairment losses, whether for assets held for sale or assets to be held and used, are recorded as operating expenses.
Source: Item 8, Note 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES, 10-K 0000789570-26-000018 vs Item 8, Note 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES, 10-K 0000789570-25-000008
Legal Proceedings 92 words changed in this paragraph; it is 48% similar to last year's version.
Source: Item 3, via Note 12 – COMMITMENTS AND CONTINGENCIES, 10-K 0000789570-26-000018 vs Item 3, via Note 12 – COMMITMENTS AND CONTINGENCIES, 10-K 0000789570-25-000008
Every change, by type
Sentences and paragraphs added, removed or reworded
Sentences and paragraphs of MGM's Risk Factors and MD&A, 10-K 2026-02-11 against 10-K 2025-02-18. Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, wouldAddedRisk Factors
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.
RemovedRisk Factors
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RewordedRisk Factors
Similar federal, state, local, and international legislation and regulation based on concerns about climate change change, 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.
Show the other 39
RewordedRisk Factors
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.
RewordedRisk Factors
Upon such termination, all of MGM Grand Paradise’s the casino area premises and gaming-related equipment, with the exception of those equipment 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.
RewordedRisk Factors
To the extent MGM Grand Paradise gaming customers are from other jurisdictions, MGM Grand Paradise may not have access to a forum in which it will be able to collect all of its gaming receivables because, among other reasons, courts of many jurisdictions do not enforce gaming debts and MGM Grand Paradise may encounter forums that will refuse to enforce such debts.
RewordedRisk Factors
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.
RewordedRisk Factors
While this regulation has been voluntarily stayed by the SEC pending judicial review, ended its 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.
RewordedRisk Factors
As a result of the initial public offering of shares of MGM China common stock in 2011, MGM China has stockholders who are not affiliated with us, and we and certain of our officers and directors who also serve as officers and/or directors of MGM China may have conflicting fiduciary obligations to our stockholders and to the minority stockholders of MGM China.
RewordedRisk Factors
Disagreements between us and Entain could arise in the future, including with respect to which could disrupt the amount and timing of capital contributions. venture’s operations.
RewordedRisk Factors
We also provide for guarantees (i) in the amount of 12.65 billion yen (approximately $80 $81 million as of December 31, 2024) 2025) for 50% of Osaka IR KK’s MGM Osaka’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 Osaka IR KK, MGM Osaka, if necessary, for the completion of the construction and full opening of the integrated resort.
RewordedRisk Factors
Further, we may be unable to take action without the approval of our co-investors, or our co-investors could take actions binding on the property without our consent.
RewordedRisk Factors
In addition, the regulatory approvals approvals, 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 penalties penalties, 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.
RewordedRisk Factors
As such, our gaming regulators can require us to disassociate ourselves from suppliers or business partners found unsuitable by the regulators or, alternatively, cease operations in that jurisdiction.
Quiet changesRisk Factors
In addition, we periodically review our business to identify properties or other assets that we believe either are non-core, no longer complement our business, are in markets which may not benefit us as much as other markets or could be sold at significant premiums.
Quiet changesRisk Factors
The failure to maintain the integrity of our information and other systems or customer information can could 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.
AddedMD&A
•On April 29, 2022, VICI acquired MGM Growth Properties LLC (“MGP”), our subsidiary that held the real estate assets of certain of our domestic properties, in a stock-for-stock transaction. We entered into an amended and restated master lease with VICI. See Note 11 for discussion of the lease.
AddedMD&A
•In the third quarter of 2025, the competitive and economic assumptions underpinning our return expectations on our investment in a commercial gaming facility changed, which led us to determine we would withdraw our application for a commercial gaming license for Empire City. As such, in the third quarter of 2025, we recorded an impairment of the full amount of the Empire City reporting unit’s goodwill of $256 million and charges for write-downs and impairments within “Property transactions, net” of $93 million, of which charges primarily consist of the impairment of $52 million relating to Empire City’s existing gaming license. We will instead continue to operate Empire City in its current format. Refer to Note 7 for further discussion.
AddedMD&A
In 2025, the Company received net cash refunds for income taxes compared to net cash paid for income taxes in 2024, primarily reflecting refunds associated with the completion of the IRS examination of our 2015-2019 federal income tax returns.
AddedMD&A
On July 4, 2025, the One Big Beautiful Bill (OBBB) Act was signed into law in the United States, which has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. Provisions effective in 2025 provide for immediate expensing of domestic research and development costs and restores 100% bonus depreciation. While these provisions favorably impacted current tax expense, the legislation did not have a material impact on our effective tax rate. We will continue to evaluate OBBB’s provisions that take effect in future years.
AddedMD&A
In October 2025, BetMGM North America Venture announced its expectations to distribute cash to its shareholders based upon its excess cash balances and minimum unrestricted cash thresholds going forward, of which we would expect to receive our 50% share.
AddedMD&A
the United States. We consider the likelihood and difficulty of enforceability, among other factors, when we issue credit to customers at our domestic properties who are not residents of the United States.
AddedMD&A
The value of our Empire City reporting unit has been dependent upon us obtaining a commercial gaming license and the timing thereof, as well as other assumptions related to constructing and operating a commercial gaming facility. In the third quarter of 2025, the competitive and economic assumptions underpinning our return expectations on our investment in a commercial gaming facility changed, which led us to determine we would withdraw our application for a commercial gaming license for Empire City. Accordingly, we performed an interim impairment test of the goodwill related to the Empire City reporting unit using a discounted cash flow model to estimate fair value. As a result of the decrease in forecasted cash flows, the carrying value of Empire City exceeded its fair value. As such, we recorded an impairment of the full amount of the Empire City reporting unit’s goodwill of $256 million.
AddedMD&A
Additionally, in the fourth quarter of 2025, we performed a quantitative analysis for two reporting units within the MGM Digital segment. One reporting unit had fair value that exceeded carrying value by 7% and for which the goodwill allocated is $341 million and another reporting unit, Push Gaming, had a $23 million goodwill impairment charge and for which the remaining goodwill allocated is $113 million.
RemovedMD&A
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RewordedMD&A
The decrease was due primarily to the $399 $279 million gain in the prior year period of goodwill impairment of which $256 million related to the sale Empire City, $93 million of the operations of Gold Strike Tunica write-offs and impairments related to Empire City recorded in within property transactions, net, an increase in payroll related expenses, gaming taxes, taxes incurred primarily at MGM China, and promotional an increase in depreciation and amortization expense, partially offset by a $161 million increase in income from unconsolidated affiliates and the increase in net revenues revenues, discussed above.
RewordedMD&A
RewordedMD&A
Discussion of our financial condition and results of operations as of and for the year ended December 31, 2023 2024 compared to December 31, 2022 2023 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, 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. 18, 2025.
RewordedMD&A
In 2024, 2025, we made payments of $1.2 $1.1 billion in capital expenditures, as further discussed below, contributed $182 $238 million to unconsolidated affiliates, paid $114 million related to acquisitions, net of cash acquired, and received $223 $207 million related to net short-term investments in debt securities. distributions from unconsolidated affiliates, which included $135 million from BetMGM North America Venture.
RewordedMD&A
During the year ended December 31, 2024, 2025, Las Vegas visitor volume increased 2% decreased 8% compared to 2023 2024 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.
RewordedMD&A
The change was due primarily to the an increase in marketing costs due to entry into new markets, costs, primarily payroll related, marketing, and gaming taxes, which were partially offset by the with an increase in revenues in 2024. net revenues, discussed above.
RewordedMD&A
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, loss 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.
RewordedMD&A
RewordedMD&A
MGM China’s Segment Adjusted EBITDAR increased 25% margin was 27.0% in 2024 2025, flat compared to 2023 the prior year due primarily to the an increase in casino revenues. revenue, discussed above, partially offset by lower margins in non-gaming outlets.
RewordedMD&A
In March 2024, May 2025, upon shareholder approval, MGM China’s Board of Directors China declared a special final dividend for 2023 2024 of $51 $122 million, which was paid in April 2024, June 2025, of which we received approximately $29 $68 million and noncontrolling interests received approximately $22 $54 million.
RewordedMD&A
Las Vegas Strip Resorts casino rooms revenue decreased 8% 9% in 2024 2025 compared to 2023 2024 due primarily to a decrease in table games drop RevPAR and win percentage. the impact from the room remodel at MGM Grand Las Vegas.
RewordedMD&A
Las Vegas Strip Resorts net revenues decreased 4% for 2024 were flat 2025 compared to 2023 2024 due primarily to an increase a decrease in rooms revenue and food and beverage revenue in the current year period, revenue, partially offset by a decrease an increase in casino revenue, each discussed below.