MGM MGM Resorts International

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): December 19, 2022

(702) 693-7120

(Registrant’s telephone number, including area code)

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:

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

INTRODUCTORY NOTE

As previously disclosed, on December 13, 2021, MGM Resorts International, a Delaware corporation (the “Company”), entered into a Purchase Agreement (together with the exhibits and schedules attached thereto, the “Purchase Agreement”) with HR Nevada, LLC, a Delaware limited liability company (“Hard Rock”) to sell all of the equity interests (the “Interests”) of The Mirage Casino-Hotel, LLC (“Mirage”) to Hard Rock, on the terms and subject to the conditions of the Purchase Agreement (the “Transaction”).

The Transaction closed on December 19, 2022 (the “Closing Date”). Pursuant to the Purchase Agreement, the Company has sold all of the Interests for cash consideration of $1.075 billion subject to customary purchase price adjustments (the “Interests Purchase”). As a result of the Interests Purchase, the Mirage has become an indirect wholly-owned subsidiary of Seminole Hard Rock International, LLC.