[Form 4] MGM Resorts International Insider Trading Activity

Rhea-AI Filing Summary

MGM Resorts International (MGM) reported Section 16 insider transactions by John McManus showing multiple award vestings and open-market dispositions in early October 2025. Performance share units (PSUs) and restricted stock units (RSUs) granted in 2022 vested, producing issuances of shares at no cash cost to the reporting person: 18,186 shares from PSUs on 10/03/2025 and 3,933 shares from RSUs on 10/04/2025. The filing also records several market sales: total disposals at an average sale price of $33.93 per share on 10/03/2025–10/04/2025, reducing beneficial ownership at points to as low as 39,688 shares and ending at 61,259 shares after the transactions. Explanations clarify PSU payout mechanics tied to a $41.83 target price and three‑year TSR performance versus the S&P 500, and RSU vesting schedules in four annual installments.

Insights

Compensation & Equity Plan Analyst

Vesting and PSU formulas drove share issuance and partial sales by an executive.

The filing shows vesting of PSUs and RSUs granted in 2022, with PSUs converting at 0.8628210 shares per unit based on ending average price versus a $41.83 target. Those mechanics caused issuance of 18,186 shares from performance awards and 3,933 shares from time‑based RSUs.

These awards were partly sold on the open market at $33.93 per share on 10/03/2025–10/04/2025. Watch next annual vesting installments and PSU performance windows around the original grant anniversaries for further dilution or insider selling activity over the next 12 months.

Corporate Governance Specialist

Transactions reflect routine executive compensation settlement and tax/portfolio actions.

PSU and RSU vestings follow the 2022 Omnibus Incentive Plan formulas: one award’s payout depended on absolute stock price relative to a $41.83 target, another on three‑year TSR ranking versus the S&P 500. The report lists both share issuances at $0 (equity settlement) and subsequent market sales, which are common when executives meet withholding or liquidity needs.

Investors may note the timing of sales relative to vesting dates; further governance disclosures or future Form 4s will show whether sales continue after each vesting tranche over the next year.

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^*

McManus John

(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)
	CHIEF LEGAL ADMIN OFC AND SECY

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2025

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	10/03/2025		M		7,351	A	$0	42,581	D
Common Stock $.01 Par Value ND	10/03/2025		F		2,893	D	$33.93	39,688	D
Common Stock $.01 Par Value ND	10/03/2025		A		18,186(1)	A	$0	57,874	D
Common Stock $.01 Par Value ND	10/03/2025		F		7,157	D	$33.93	50,717	D
Common Stock $.01 Par Value ND	10/03/2025		A		13,451(2)	A	$0	64,168	D
Common Stock $.01 Par Value ND	10/03/2025		F		5,293	D	$33.93	58,875	D
Common Stock $.01 Par Value ND	10/04/2025		M		3,933	A	$0	62,808	D
Common Stock $.01 Par Value ND	10/04/2025		F		1,549	D	$33.93	61,259	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	(3)	10/03/2025		M			7,351	10/03/2023	10/03/2026	Common Stock $.01 Par Value ND	7,351	$0	7,351	D
Restricted Stock Units	(4)	10/04/2025		M			3,933	10/04/2022	10/04/2025	Common Stock $.01 Par Value ND	3,933	$0	0	D

Explanation of Responses:

1. Represents the vesting of 21,077.45472 performance share units (PSUs) granted on October 3, 2022, under the MGM Resorts International (Company) 2022 Omnibus Incentive Plan (Plan). Each PSU represented the right to receive between 0 and 1.6 shares of Company common stock depending upon the performance of the common stock from the grant date to the date that was three years after the grant date (Vesting Date), relative to a target price of $41.83 (Target Price). The Target Price is equal to 125% of the average closing price of Company common stock over the 60-calendar day period ending on the grant date. The number of shares issued per PSU, 0.8628210 shares, was calculated by dividing the ending average stock price by the Target Price. For this purpose, the ending average stock price is the average closing price of Company common stock over the 60-day period ending on the Vesting Date, as adjusted to include dividends paid during the term of the PSU.

2. Represents the vesting of 19,811.367 PSUs granted on October 3, 2022, under the Plan. The number of shares awarded at the end of the performance period was based upon the Company's three-year total shareholder return (TSR) compared to the TSRs of the constituents of the S&P 500 Index.

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

4. RSUs granted under the Plan. Each RSU represents the right to receive, following vesting, one share of Company common stock. The RSUs will vest in four equal annual installments commencing on the first anniversary of the grant date.

	/s/ Jessica Cunningham, Attorney-In-Fact	10/07/2025
	** Signature of Reporting Person	Date
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