新濠影汇 2026年年度报告和过渡报告

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)OF THE SECURITIES EXCHANGE ACTOF1934OR☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2025OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934OR☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Commission filenumber001-38699 STUDIO CITY INTERNATIONAL HOLDINGS LIMITED (Exact name of Registrant as specified in its charter) Table of Contents TABLE OF CONTENTS INTRODUCTIONGLOSSARYSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSEXCHANGE RATE INFORMATIONPART IITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERSITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLEITEM 3. KEY INFORMATIONA. [RESERVED]B. CAPITALIZATION AND INDEBTEDNESSC. REASONS FOR THE OFFER AND USE OF PROCEEDSD. RISK FACTORSITEM 4. INFORMATION ON THE COMPANYA. HISTORY AND DEVELOPMENT OF THE COMPANYB. BUSINESS OVERVIEWC. ORGANIZATIONAL STRUCTURED. PROPERTY, PLANT AND EQUIPMENTITEM 4A. UNRESOLVED STAFF COMMENTSITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTSA. OPERATING RESULTSB. LIQUIDITY AND CAPITAL RESOURCESC. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.D. TREND INFORMATIONE. CRITICAL ACCOUNTING ESTIMATESITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEESA. DIRECTORS AND SENIOR MANAGEMENTB. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERSC. BOARD PRACTICESD. EMPLOYEESE. SHARE OWNERSHIPF. DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION Table of Contents ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONSA. MAJOR SHAREHOLDERSB. RELATED PARTY TRANSACTIONSC. INTERESTS OF EXPERTS AND COUNSELITEM 8. FINANCIAL INFORMATIONA. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATIONB. SIGNIFICANT CHANGESITEM 9. THE OFFER AND LISTING A. OFFERING AND LISTING DETAILSB. PLAN OF DISTRIBUTIONC. MARKETSD. SELLING SHAREHOLDERSE. DILUTIONF. EXPENSES OF THE ISSUEITEM 10. ADDITIONAL INFORMATIONA. SHARE CAPITALB. MEMORANDUM AND ARTICLES OF ASSOCIATIONC. MATERIAL CONTRACTSD. EXCHANGE CONTROLSE. TAXATIONF. DIVIDENDS AND PAYING AGENTSG. STATEMENT BY EXPERTSH. DOCUMENTS ON DISPLAYI. SUBSIDIARY INFORMATIONJ. ANNUAL REPORT TO SECURITY HOLDERSITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIESA. DEBT SECURITIESB. WARRANTS AND RIGHTSC. OTHER SECURITIESD. AMERICAN DEPOSITARY SHARES PART II ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES Table of ContentsITEM 15. CONTROLS AND PROCEDURESITEM 16. [RESERVED]ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERTITEM 16B. CODE OF ETHICSITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICESITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEESITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERSITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANTITEM 16G. CORPORATE GOVERNANCEITEM 16H. MINE SAFETY DISCLOSUREITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONSITEM 16J. INSIDER TRADING POLICIESITEM 16K. CYBERSECURITYPART IIIITEM 17. FINANCIAL STATEMENTSITEM 18. FINANCIAL STATEMENTSITEM 19. EXHIBITSSIGNATURESINDEX TO CONSOLIDATED FINANCIAL STATEMENTSiii Table of Contents INTRODUCTION In this annual report on Form20-F, unless otherwise indicated:•“2025 SCF Senior Notes” refers to the 6.00% senior notes due 2025 in an aggregate principal amount of US$500,000,000 issued by StudioCity Finance on July15, 2020, and as to which no amount remains outstanding following the redemption of all remaining amountsoutstanding in July 2025;•“2025 SCF Senior Notes Tender Offer (2023)” refers to the conditional tender offer by Studio City Finance pursuant to which it purchasedfor cash an aggregate principal amount of US$100.0million of the outstanding 2025 SCF Senior Notes in November 2023;•“2025 SCF Senior Notes Tender Offer (2024)” refers to the conditional tender offer by Studio City Finance pursuant to which it purchasedfor cash an aggregate principal amount of US$100.0million of the outstanding 2025 SCF Senior Notes in April 2024;•“2027 SCC Senior Secured Notes” refers to the 7.00% senior secured notes due 2027 in an aggregate principal amount of US$350,000,000issued by Studio City Company on February16, 2022;•“2028 SCF Senior Notes” refers to the 6.50% senior notes due 2028 in an aggregate principal amount of US$500,000,000 issued by StudioCity Finance on July15, 2020;•“2029 SCF Senior Notes” refers to the 5.00% senior notes due 2029 in an aggregate principal amount of US$1,100,000,000 issued byStudio City Finance, of which US$750,000,000 in aggregate principal amount was issued on January14, 2021 and US$350,000,000 inaggregate principal amount was issued on May20, 2021;•“ADSs” refers to our American depositary shares, each of which represents four ClassA ordinary shares;•“Altira Macau” refers to an integrated resort located in Taipa, Macau;•