Material Event Form 8 K

On September 17, 2024, MGM Resorts International (the "Company") issued $850,000,000 in aggregate principal amount of its 6.125% Senior Notes due 2029 (the "Notes"). The Notes were issued pursuant to the Indenture, dated as of April 9, 2024 (the "Base Indenture"), between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), as supplemented by the second supplemental indenture, dated as of September 17, 2024 (the "Second Supplemental Indenture"), among the Company, the subsidiary guarantors named therein and the Trustee. A copy of the Second Supplemental Indenture is filed herewith as Exhibit 4.1.

The Notes were offered and sold pursuant to the Company's automatic shelf registration statement on Form S-3(Registration No. 333-277326)filed with the Securities and Exchange Commission (the "SEC") on February 23, 2024 (the "Registration Statement"), as supplemented by the final prospectus supplement dated September 3, 2024 and filed with the SEC on September 5, 2024.

The Notes will be guaranteed, jointly and severally, on a senior basis by the Company's subsidiaries that guarantee its senior credit facility and existing notes, except for Marina District Development Company, LLC and Marina District Development Holding Co., LLC, unless and until the Company obtains New Jersey gaming approval, and except for MGM Yonkers, Inc., unless and until the Company obtains New York gaming approval. The Notes will not be guaranteed by the Company's foreign subsidiaries and certain domestic subsidiaries, including, among others, MGM China Holdings Limited, MGM National Harbor, LLC, Blue Tarp reDevelopment, LLC, MGM Grand Detroit, LLC, MGM CEE Holdco, LLC, MGM Sports & Interactive Gaming, LLC, and any of their respective subsidiaries.

The Company intends to use the net proceeds from the offering of the notes to (i) repay existing indebtedness, including its outstanding 5.750% senior notes due 2025 and (ii) pay transaction-related fees and expenses, with the remainder for general corporate purposes. Pending such use, the Company may invest the net proceeds in short-term interest-bearing accounts, securities or similar investments.

The above description of the Base Indenture, the Second Supplemental Indenture and the Notes are summaries only and are qualified in their entirety by the terms of such agreements and instruments, respectively. The Second Supplemental Indenture is incorporated by reference into the Registration Statement.