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

(e) On April 12, 2021, the Board of Directors (the "Board") of MGM Growth Properties LLC (the "Company") adopted an Amended and Restated Change of Control Policy for Executive Officers, effective as of April 12, 2021 (the "Policy"). The Board amended the Policy to, among other things, (i) amend the definition of "Change of Control" to replace the prior asset sale provision with an all or substantially all standard, (ii) amend the definition of "Separation Benefits" (Separation Benefits are generally payable if the participant is terminated within six months before or one year after a Change of Control by the Employer without "Employer's Good Cause" or by the participant with "Participant's Good Cause," as such terms are defined in the Policy) to provide participants with a prorated portion of their target bonus through the date of termination, (iii) provide for accelerated vesting on all of a participant's outstanding equity in connection with a qualifying termination, and (iv) revise the definition of "Employer's Good Cause" to include termination in connection with a participant's conviction of a crime related to the Company or any felony. The foregoing description of the Policy is not complete and is subject to, and qualified in its entirety by, the full text of the Policy, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS



(a)Not applicable.
(b)Not applicable.
(c)Not applicable.
(d)Exhibits:

10.1 aaa Amended and Restated Change of Control Policy for Executive Officers, effective April 12, 2021. 104 aaaaCover Page Interactive Data File (embedded within the Inline XBRL document).

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