SCHEDULE: Melco Entities Update Shareholding in Melco Resorts & Ent.

Melco International Development Limited and its subsidiaries have updated their beneficial ownership of Melco Resorts & Entertainment Limited ordinary shares, now holding 56.3% through Melco Leisure and Entertainment Group Limited.

Summary

• This filing is an amendment to a Schedule 13D, reporting changes in beneficial ownership of Melco Resorts & Entertainment Limited (the "Issuer") ordinary shares by Melco International Development Limited ("Melco International"), its subsidiary Melco Leisure and Entertainment Group Limited ("Melco Leisure"), and Mr. Lawrence Yau Lung Ho.
• The reporting persons collectively beneficially own 687,360,906 ordinary shares through Melco Leisure, representing 56.3% of the Issuer's outstanding shares as of December 31, 2025.
• Mr. Ho also directly owns 16,505,664 ordinary shares and is deemed to beneficially own an additional 9,934,422 shares, bringing his total beneficial ownership to 713,800,992 ordinary shares, or 58.5% of the Issuer's outstanding shares.
• The changes in ownership are primarily due to the vesting of restricted shares granted to directors and officers, and a reduction in the total number of outstanding ordinary shares due to issuer repurchases.
• The reporting persons, as majority shareholders, can elect a majority of the Issuer's board of directors and thus control aspects of the Issuer's business.
• The filing details historical transactions, including initial contributions, share purchases, a significant acquisition from Crown Asia Investments Pty. Ltd. in February 2017, and subsequent share repurchases by the Issuer from Melco Leisure.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, primarily an administrative update on beneficial ownership and shareholdings rather than a disclosure of new strategic initiatives or financial performance.

Positives

• The reporting persons maintain majority control over Melco Resorts & Entertainment Limited, with beneficial ownership of 58.5% held by Mr. Ho.
• The filing confirms the continued strategic alignment and control of the Issuer by its founding entities and key executive.
• The Issuer has repurchased shares from Melco Leisure, providing liquidity and working capital for the entities.

Negatives

• The Issuer has repurchased a significant number of shares from Melco Leisure (40,373,076 shares in August 2023), which reduces the outstanding share count but also represents a divestment of shares from the controlled group.
• The Intercompany Loan Agreement between the Issuer and Melco International was terminated following a share repurchase, indicating a restructuring of inter-company financial arrangements.

Risks

• The reporting persons' significant control could lead to decisions that may not align with the interests of minority shareholders.
• The reliance on bank loans and credit facilities for past share acquisitions indicates potential financial leverage risks.
• The Issuer's business is in the leisure, gaming, and entertainment industry, which is subject to significant regulatory, economic, and consumer demand risks.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding future financial performance. However, it indicates that the Reporting Persons may, from time to time, engage in discussions concerning proposals for transactions or other arrangements that could lead to events described in Item 4 of Schedule 13D, and they may review and evaluate their investments.

Management Comments

• Mr. Ho's principal occupation is serving as the chairman, chief executive officer and director of the Issuer and the chairman, chief executive officer and executive director of Melco International.
• The Reporting Persons may review and evaluate their investments in the Issuer at any time, which may give rise to plans or proposals that, if consummated, would result in one or more of the events described in Item 4 of Schedule 13D.

Industry Context

StockSavvy.ai notes that this Schedule 13D amendment reflects ongoing consolidation of control within the gaming and entertainment sector, particularly concerning major shareholders in publicly traded entities. The adjustments in beneficial ownership are common in this industry due to executive compensation plans and strategic capital management.

Related Party Transactions

• The Issuer repurchased shares from Melco Leisure in August 2022 and August 2023.
• The Issuer and Melco International had an Intercompany Loan Agreement, which was terminated following the August 2023 share repurchase.
• The Issuer acquired a 75% interest in ICR Cyprus Holdings Limited from Melco International in exchange for Ordinary Shares issued to Melco Leisure.

Stakeholder Impact

• Shareholders: The continued majority control by Mr. Ho and related entities may influence strategic decisions and dividend policies.
• Employees: Vesting of restricted shares indicates ongoing incentive programs for directors and officers.
• Creditors: The credit facility and past loans suggest ongoing reliance on debt financing, impacting the company's leverage profile.

Next Steps

• The Reporting Persons may engage in discussions concerning proposals for transactions or other arrangements related to the Issuer.
• The Reporting Persons may review and evaluate their investments in the Issuer at any time.

Key Dates

Keywords

Schedule 13D, Melco Resorts & Entertainment Limited, Melco International Development Limited, Melco Leisure and Entertainment Group Limited, Lawrence Yau Lung Ho, Beneficial Ownership, Ordinary Shares, Shareholder Control, SEC Filing, Amendment