Monarch Casino Insider Liquidates Shares, Keeps Options Portfolio

Rhea-AI Filing Summary

On 22 Jul 2025, Monarch Casino & Resort (MCRI) director Craig F. Sullivan filed a Form 4 showing he sold all 12,200 directly held common shares at $105.55, realizing roughly $1.29 million in gross proceeds. Following the transaction, his direct common-stock ownership fell to zero.

Sullivan still owns 48,800 option rights across eight grants struck between $43.09-$86.44, with expirations from 2028-2035. No derivative exercises occurred in this filing.

The sale removes near-term share exposure but leaves significant upside participation through options. Large, full-position insider disposals can be read as a cautious signal, though continued option holdings preserve long-term alignment.

Positive

• Retention of 48,800 stock-option rights preserves long-term upside alignment between the director and shareholders.

Negative

• Director disposed of 100 % of directly held shares (12,200 at $105.55), eliminating immediate downside exposure and potentially signaling weaker near-term confidence.

Insights

Securities Analyst

TL;DR: Director liquidates equity stake but retains options; modest negative sentiment signal.

The complete sale of 12.2 k shares (~$1.3 m) reduces Sullivan’s immediate economic stake, eliminating direct exposure to price moves. While he still controls 48.8 k options—ensuring upside if MCRI performs—options cost nothing to hold and do not convey the same downside risk. Historic research links large insider sales, especially full disposals by directors, with below-average short-term returns, so I view the event as mildly bearish. Magnitude is limited relative to MCRI’s ~19 m share float, but the optics warrant attention.

Corporate Governance Expert

TL;DR: Alignment not lost; option portfolio maintains performance incentives—impact neutral.

Although Sullivan now holds zero common shares, his 48.8 k options remain a strong incentive mechanism, equivalent to ~0.25 % of shares outstanding on a fully diluted basis. Option strikes are well below current market price, so value at-risk is meaningful. Diversification or tax planning often drive such sales; no accompanying departure or adverse disclosure is noted. From a governance standpoint, overall alignment remains acceptable; hence I consider the transaction’s governance impact neutral.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SULLIVAN CRAIG F

(Last) (First) (Middle)

(Street)

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MONARCH CASINO & RESORT INC [ MCRI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/22/2025		S		12,200	D	$105.55	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options / Right to Buy	$86.44							12/31/2025	06/30/2035	Common Stock	6,100		48,800	D
Options / Right to Buy	$68.13							12/31/2024	06/30/2034	Common Stock	6,100		48,800	D
Options / Right to Buy	$70.45							12/31/2023	06/30/2033	Common Stock	6,100		48,800	D
Options / Right to Buy	$58.67							12/31/2022	06/30/2032	Common Stock	6,100		48,800	D
Options / Right to Buy	$66.17							12/31/2021	06/30/2031	Common Stock	6,100		48,800	D
Options / Right to Buy	$44.6							03/31/2021	09/30/2030	Common Stock	6,100		48,800	D
Options / Right to Buy	$43.09							12/04/2019	06/04/2029	Common Stock	6,100		48,800	D
Options / Right to Buy	$44.55							12/12/2018	06/12/2028	Common Stock	6,100		48,800	D

Explanation of Responses:

	Craig Sullivan	07/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many MCRI shares did Craig Sullivan sell?

He sold 12,200 common shares.

What was the sale price of the MCRI shares?

The shares were sold at $105.55 each.

Does Craig Sullivan still own MCRI common stock after the sale?

No. His direct common-stock holding is now 0 shares.

How many options does the director still hold?

He retains 48,800 stock-option rights across eight grants.

What are the exercise prices and expirations of the options?

Strike prices range $43.09-$86.44; expirations run from 2028 to 2035.