[8-K] MGM RESORTS INTERNATIONAL Reports Material Event

Rhea-AI Filing Summary

MGM Resorts amended Corey Sanders’ employment agreement to extend his term as Chief Operating Officer through December 31, 2025 with no change to his salary, target bonus or equity eligibility during that period. After the COO term, Mr. Sanders will remain employed as Senior Advisor to the CEO and President through December 31, 2026 to assist the CEO as requested. During the advisory period the company will pay a monthly salary of $25,000 and provide a potential bonus opportunity of up to $200,000, along with other benefits described in the amendment. A press release about his retirement and transition was issued on September 5, 2025. The filing attaches the full amendment as Exhibit 10.1 and a press release as Exhibit 99.1.

Positive

• COO term formally extended to December 31, 2025, providing leadership continuity
• Advisory employment defined through December 31, 2026 with specified cash compensation
• Compensation clarity: advisory pay set at $25,000/month and up to $200,000 bonus
• Full amendment attached as Exhibit 10.1 and press release furnished as Exhibit 99.1

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Agreement formalizes transition and specifies advisory compensation, limiting changes during the COO extension.

The amendment documents a managed leadership transition by extending the COO role to year-end and then converting the executive to a formal advisory role through the following year. The filing explicitly states there are no changes to salary, target bonus or equity eligibility while Mr. Sanders remains COO, preserving existing compensation terms. The advisory term includes clear cash compensation: $25,000 monthly and up to $200,000 in bonus potential, plus additional benefits referenced in the amendment. This structured sequence reduces ambiguity about post-COO compensation and duties by memorializing the advisory arrangement.

Executive Compensation Analyst

TL;DR: The filing sets defined cash payments for a post-COO advisory role while keeping COO pay unchanged during the extension.

The document provides precise cash metrics for the advisory period, which aids transparency: $25,000/month and a $200,000 maximum bonus. It also confirms the COO extension ends on December 31, 2025 and the advisory term runs through December 31, 2026. The amendment is attached as Exhibit 10.1 for full detail, enabling review of any additional benefits or provisions. Overall, the disclosure is straightforward and focused on contractual terms rather than operational performance.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 29, 2025

MGM Resorts International

(Exact name of Registrant as Specified in its Charter)

Delaware			001-10362			88-0215232
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

3600 Las Vegas Boulevard South, Las Vegas, Nevada  89109

(Address of principal executive offices – Zip Code)

Registrant’s Telephone Number, Including Area Code: (702) 693-7120

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock (Par Value $0.01)

MGM

New York Stock Exchange

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CRF § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CRF § 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 29, 2025, MGM Resorts International, a Delaware corporation (the “Company”), entered into an amendment to the employment agreement with Corey Sanders, Chief Operating Officer of the Company (the “Amendment”), extending the term of the Employment Agreement from August 31, 2025 to December 31, 2025 for his role as Chief Operating Officer (the “COO Term”). No changes were made to Mr. Sanders’ salary, target bonus or equity eligibility during the COO Term. Following the COO Term, the Amendment provides that Mr. Sanders will continue to be employed by the Company as the Senior Advisor to the Chief Executive Officer and President through December 31, 2026 to assist the Chief Executive Officer on matters as may be requested by the Chief Executive Officer (the “Advisory Employment Term”). During the Advisory Employment Term, the Company will provide Mr. Sanders with a monthly salary of $25,000 and a potential bonus opportunity of up to $200,000. The Amendment further provides Mr. Sanders with certain other benefits, which are discussed in detail in the Amendment.

On September 5, 2025, the Company issued a press release regarding Mr. Sanders’ retirement and transition to senior advisor. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The foregoing description is not a complete description of the Amendment and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference in this Item 5.02.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits:

Exhibit No.						Description
10.1						Amendment and Modification to Employment Agreement, effective as of August 29, 2025, by and between the Company and Corey Sanders.
99.1						Press Release dated September 5, 2025.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			MGM Resorts International
Date: September 5, 2025			By:			/s/ Jessica Cunningham
						Name: Jessica Cunningham
						Title: Senior Vice President, Legal Counsel and Assistant Secretary

FAQ

What change to Corey Sanders' role did MGM (MGM) disclose in the 8-K?

The company extended his COO term to December 31, 2025 and announced he will serve as Senior Advisor to the CEO through December 31, 2026.

Will Mr. Sanders' salary or equity awards change during the extended COO term?

No; the filing states no changes to salary, target bonus or equity eligibility during the COO term.

What compensation will Mr. Sanders receive during the advisory employment term?

During the advisory term he will receive a monthly salary of $25,000 and a potential bonus opportunity of up to $200,000.

When did MGM issue a press release about the transition?

The company issued a press release regarding Mr. Sanders' retirement and transition on September 5, 2025.

Where can I find the full terms of the amendment?

The full amendment is attached to the 8-K as Exhibit 10.1 and is incorporated by reference in Item 5.02.