[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.
Positive
- None.
Negative
- None.
Insights
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 3,933 | $0.00 | -- |
| Exercise | Common Stock $.01 Par Value ND | 3,933 | $0.00 | -- |
| Tax Withholding | Common Stock $.01 Par Value ND | 1,549 | $33.93 | $53K |
| Exercise | Restricted Stock Units | 7,351 | $0.00 | -- |
| Exercise | Common Stock $.01 Par Value ND | 7,351 | $0.00 | -- |
| Tax Withholding | Common Stock $.01 Par Value ND | 2,893 | $33.93 | $98K |
| Grant/Award | Common Stock $.01 Par Value ND | 18,186 | $0.00 | -- |
| Tax Withholding | Common Stock $.01 Par Value ND | 7,157 | $33.93 | $243K |
| Grant/Award | Common Stock $.01 Par Value ND | 13,451 | $0.00 | -- |
| Tax Withholding | Common Stock $.01 Par Value ND | 5,293 | $33.93 | $180K |
Footnotes (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. 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. 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. 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.
