MGM Insider File: Executive RSU Grant and Small Share Sale Reported

Rhea-AI Filing Summary

Gary M. Fritz, President, Interactive at MGM Resorts International (MGM), reported insider transactions dated 09/11/2025. He was granted 4,710 restricted stock units (RSUs) under the 2022 Omnibus Incentive Plan, each convertible into one share and vesting in three equal annual installments beginning on the first anniversary of the grant. On the same date he sold 1,881 common shares at $35.34 per share. Following these transactions, the filing shows 69,173 shares beneficially owned, and 9,422 derivative interests reported.

Positive

• 4,710 RSUs granted under the 2022 Omnibus Incentive Plan, aligning executive compensation with shareholder value
• Vesting schedule disclosed: three equal annual installments beginning on the first anniversary, providing clear retention incentives
• Complete disclosure of sale price ($35.34) and quantities, complying with Section 16 reporting requirements

Negative

• Insider sale of 1,881 shares on 09/11/2025, which could be perceived negatively by some investors despite being small
• Limited context in the filing about the reason for the sale (e.g., liquidity needs or prearranged plan) — not explained in the form

Insights

Financial Analyst

TL;DR: Routine compensation grant offset by a small insider sale; immaterial to company valuation.

The report shows a standard equity compensation grant of 4,710 RSUs to an executive under the company's omnibus plan, with a customary three-year vesting schedule, which aligns management incentives with long-term shareholder value. The concurrent disposition of 1,881 shares at $35.34 appears to be a minor sale relative to total outstanding shares and likely reflects personal liquidity or prearranged plan activity rather than a signal about company fundamentals. Overall, these transactions are typical for executive compensation and do not indicate a material change in ownership or control.

Corporate Governance Expert

TL;DR: Compensation grant and modest sale are routine; disclosure complies with Section 16 reporting.

The filing provides clear disclosure: grant of RSUs with explicit vesting terms and a contemporaneous open-market sale with price specified. The RSU structure—one share per unit and three equal annual installments—follows common governance practices to retain executive alignment. The form is signed by an attorney-in-fact, meeting procedural requirements. No governance red flags such as unusual acceleration, related-party transfers, or amendments are present in the disclosed information.

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fritz Gary M

(Last) (First) (Middle)

3600 LAS VEGAS BLVD. SOUTH

(Street)

LAS VEGAS NV 89109

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MGM Resorts International [ MGM ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025

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 $.01 Par Value ND	09/11/2025		M		4,710	A	$0	71,054	D
Common Stock $.01 Par Value ND	09/11/2025		F		1,881	D	$35.34	69,173	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
Restricted Stock Units	(1)	09/11/2025		M			4,710	09/11/2025	09/11/2027	Common Stock $.01 Par Value ND	4,710	$0	9,422	D

Explanation of Responses:

1. Restricted Stock Units ("RSUs") granted under the MGM Resorts International ("Company") 2022 Omnibus Incentive Plan (the "Plan"). Each RSU represents the right to receive, following vesting, one share of Company common stock. The RSUs vest in three equal annual installments commencing on the first anniversary of the grant date.

	/s/ Jessica Cunningham, Attorney-In-Fact	09/12/2025
	** 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.
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FAQ

Who filed the Form 4 for MGM (MGM)?

Gary M. Fritz, President, Interactive, filed the Form 4 reporting transactions on 09/11/2025.

What equity was granted to the reporting person in the Form 4?

4,710 restricted stock units (RSUs) were granted under the MGM Resorts International 2022 Omnibus Incentive Plan.

What shares were sold by the insider and at what price?

1,881 common shares were disposed of at a price of $35.34 per share on 09/11/2025.

What is the RSU vesting schedule disclosed in the filing?

The RSUs vest in three equal annual installments commencing on the first anniversary of the grant date.

How many shares does the filing show as beneficially owned after the transactions?

The filing shows 69,173 shares beneficially owned following the reported transactions.