[8-K] MGM Resorts International Reports Material Event

Rhea-AI Filing Summary

MGM Resorts International entered into employment agreements dated September 16, 2025 for senior executives described in this report. Jonathan S. Halkyard will serve as Chief Financial Officer and Treasurer under an agreement effective October 1, 2025 through September 30, 2029 with a minimum base salary of $1,250,000 and an annual target bonus of 150% of base salary. Amounts above 150% of target are payable in fully vested deferred restricted stock units (DRSUs) paid in three equal annual installments. Halkyard is eligible for annual equity grants targeted at $3,125,000 per year (50% performance share units, 50% restricted stock units). The agreement includes severance, death/disability pay, COBRA subsidy, confidentiality and a 12-month non-compete.

The filing also summarizes a separate Fritz employment agreement that provides a 175% target bonus, annual equity grants targeted at $4,500,000 per year, a grant of 25,000 restricted stock units on October 1, 2025, and two incentive opportunities including a $2,000,0000 payout tied to BetMGM Adjusted EBITDA and a $500,000 incentive for a digital launch. That agreement contains comparable severance, COBRA, confidentiality and a 12-month non-compete.

Positive

• Retention of key finance leadership through multi-year terms for the CFO and other executive
• Performance-linked equity (50% PSUs) aligns long-term compensation with company and BetMGM results
• Deferred restricted stock units (DRSUs) structure excess bonus payments to promote retention

Negative

• High targeted equity awards ($3,125,000 and $4,500,000 annually) may increase future dilution and compensation expense
• Generous bonus targets and cash/RSU incentives (including a $2,000,0000 BetMGM payout) represent material potential payouts
• 12-month non-compete covenants impose significant post-termination restrictions on executives

Insights

Corporate Compensation Analyst

TL;DR: Packages use large equity targets and bonus leverage to align senior-exec pay with company performance while ensuring retention.

The Halkyard agreement establishes a substantial fixed base salary plus a 150% target bonus and multi-year targeted equity awards of $3,125,000 annually, split between performance and restricted stock units. The Fritz agreement contains an even higher equity target ($4,500,000 annually), a guaranteed 25,000 RSU grant on October 1, 2025, and specific cash/RSU incentives tied to BetMGM performance and product launch milestones. Both agreements include severance and standard post-termination restrictions, which are designed to retain senior leaders through the stated terms and transition periods. These structures are compensation-heavy and concentrate pay in equity and performance levers.

Corporate Governance Expert

TL;DR: Agreements include customary governance protections and restrictive covenants but raise pay expense and disclosure considerations.

Each agreement mandates confidentiality and a 12-month non-compete post-termination, and links upside to performance through PSUs and DRSUs. The filing discloses material compensation commitments (multi-year equity targets and incentive payouts) but omits certain granular terms in this summary, deferring to the attached exhibits. From a governance perspective, the Committee’s discretion over grants and the acceleration provisions for DRSUs on termination merit attention for shareholders assessing dilution and payout triggers.

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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): September 16, 2025

MGM Resorts International

(Exact name of Registrant as Specified in its Charter)

Delaware			001-10362			88-0215232
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

3600 Las Vegas Boulevard South, Las Vegas, Nevada  89109

(Address of principal executive offices – Zip Code)

Registrant’s Telephone Number, Including Area Code: (702) 693-7120

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:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock (Par Value $0.01)

MGM

New York Stock Exchange

NYSE

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

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

(e) Executive Officer Employment Agreements

Jonathan Halkyard Employment Agreement

On September 16, 2025, MGM Resorts International (the “Company”) entered into an employment agreement with Jonathan S. Halkyard, Chief Financial Officer and Treasurer of the Company (the “Halkyard Employment Agreement”), effective as of October 1, 2025. The Halkyard Employment Agreement provides for a term until September 30, 2029 and a minimum base salary of $1,250,000 per year.

The Halkyard Employment Agreement also provides for an annual target bonus equal to 150% of Mr. Halkyard’s base salary, and certain other benefits and perquisites, which are discussed in detail in the Halkyard Employment Agreement. Any amounts paid in excess of 150% of Mr. Halkyard’s target bonus will be paid in fully vested deferred restricted stock units payable in three equal installments over the 3-year period following the grant date (and subject to acceleration in the event Mr. Halkyard’s employment with the Company is terminated for any reason) (“DRSUs”).

In the event of a termination of Mr. Halkyard’s employment as the result of his death or a termination by the Company due to disability, the Company will pay Mr. Halkyard one year of salary payable at regular payroll intervals (less any payments received from an employer-paid short term disability policy) and any earned but unpaid bonus.

The Halkyard Employment Agreement also provides that, subject to the discretion of the Committee of the Board, Mr. Halkyard will be eligible for annual equity grants in 2025, 2026, 2027 and 2028 with an aggregated value targeted at $3,125,000 each year, which are expected to be provided 50% in the form of performance share units and 50% in the form of restricted stock units.

In the event of a termination by the Company for no cause or by Mr. Halkyard for good cause prior to the end of the term or, if Mr. Halkyard continues employment as an at-will employee during the 12-month period after the end of the term, Mr. Halkyard will receive (i) an amount equal to his annual base salary plus his target bonus amount, payable in 12 monthly installments; (ii) any earned but unpaid bonus due to him; and (iii) a payment equal to 1.5 times the cost of COBRA for a coverage period of 12 months, payable in 12 monthly installments. Any such severance payments will be subject to applicable taxes and Mr. Halkyard’s execution and non-revocation of a general release of claims.

The Halkyard Employment Agreement also contains a non-compete covenant generally prohibiting Mr. Halkyard from providing services to a competitor or soliciting employees or business contacts for 12 months following his termination of employment or for 12 months following the term of the Halkyard Employment Agreement. In addition, the Halkyard Employment Agreement mandates that Mr. Halkyard’s confidentiality obligations continue after his termination of employment.

The foregoing description is not a complete description of the Halkyard Employment Agreement and is qualified in its entirety by reference to the full text of the Halkyard Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference in this Item 5.02.

Gary Fritz Employment Agreement

On September 16, 2025, a subsidiary of the Company entered into an employment agreement with Gary Fritz, Chief Commercial Officer and President, MGM Digital (the “Fritz Employment Agreement”), effective as of October 1, 2025. The Fritz Employment Agreement provides for a term until September 30, 2028, and a minimum base salary of $1,500,000 per year.

The Fritz Employment Agreement also provides for an annual target bonus equal to 175% of Mr. Fritz’s base salary, and certain other benefits and perquisites, which are discussed in detail in the Fritz Employment Agreement. Any amounts paid in excess of 150% of Mr. Fritz’s target bonus will be paid in DRSUs.

In the event of a termination of Mr. Fritz’s employment as the result of his death or a termination by the Company due to disability, the Company will pay Mr. Fritz one year of salary in a lump sum and any earned but unpaid bonus. In addition, in the case of disability, he shall receive a payment equal to 1.5 times the cost of COBRA for a coverage period of 12 months, payable in a lump sum.

The Fritz Employment Agreement also provides that, subject to the discretion of the Committee of the Board, Mr. Fritz will be eligible for annual equity grants in 2025, 2026 and 2027 with an aggregate value targeted at of $4,500,000 each year, which are expected to be provided 50% in the form of performance share units and 50% in the form of restricted stock units.

The Fritz Employment Agreement also provides that Mr. Fritz will be granted an award on October 1, 2025, of 25,000 restricted stock units vesting on the one-year anniversary of the grant date. In addition, the agreement provides Mr. Fritz with the following two potential incentive opportunities, paid 50% as a lump sum cash amount and 50% in restricted stock units, (1) $2,000,0000 for achievement of a specified trailing twelve month Adjusted EBITDA at BetMGM, LLC and (2) $500,000 for successfully launching a defined digital offering on a MGM property.

In the event of a termination by the Company for no cause or by Mr. Fritz for good cause prior to the end of the term or, if Mr. Fritz continues employment as an at-will employee during the 12-month period after the end of the term, Mr. Fritz will receive (i) an amount equal to his annual base salary plus his target bonus amount, payable in 12 monthly installments; (ii) any earned but unpaid bonus due to him; and (iii) a payment equal to 1.5 times the cost of COBRA for a coverage period of 12 months, payable in 12 monthly installments. Any such severance payments will be subject to applicable taxes and Mr. Fritz’s execution and non-revocation of a general release of claims.

The Fritz Employment Agreement also contains a non-compete covenant generally prohibiting Mr. Fritz from providing services to a competitor or soliciting employees or business contacts for 12 months following his termination of employment or for 12 months following the term of the Fritz Employment Agreement. In addition, the Fritz Employment Agreement mandates that Mr. Fritz’s confidentiality obligations continue even after his termination of employment.

The foregoing description is not a complete description of the Fritz Employment Agreement and is qualified in its entirety by reference to the full text of the Fritz Employment Agreement, a copy of which is attached hereto as Exhibit 10.2, and the equity award form, a copy of which is attached as Exhibit 10.3, each of which is incorporated by reference in this Item 5.02.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits:

Exhibit No.						Description
10.1						Employment Agreement, effective as of October 1, 2025, by and between the Company and Jonathan Halkyard.
10.2						Employment Agreement, effective as of October 1, 2025, by and between the Company and Gary Fritz.
10.3						Form of RSU Agreement (Fritz).
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			MGM Resorts International
Date: September 19, 2025			By:			/s/ Jessica Cunningham
						Name: Jessica Cunningham
						Title: Senior Vice President, Legal Counsel and Assistant Secretary