MGM Form 4: 6,116 RSUs Granted; 2,407 Shares Sold at $34.75

Insider transactions by John McManus at MGM Resorts International (MGM) show a mix of an award of restricted stock units and a partial sale of common shares.

Rhea-AI Filing Summary

Insider transactions by John McManus at MGM Resorts International (MGM) show a mix of an award of restricted stock units and a partial sale of common shares. The filing reports 6,116 RSUs granted (each RSU converts to one share at vesting) recorded as an acquisition at a $0 price and shown as Code M. The reporting lines show a subsequent disposition of 2,407 shares sold at $34.75. Ownership totals moved from 37,637 shares to 35,230 shares following the sale. The RSUs vest in four equal annual installments beginning on the first anniversary of the grant, which creates a multi-year potential equity transfer to the reporting person.

Positive

• 6,116 RSUs granted under the 2022 Omnibus Incentive Plan, supporting executive retention
• Partial sale of 2,407 shares suggests orderly monetization rather than full exit

Negative

• Direct beneficial ownership declined from 37,637 to 35,230 shares after the sale

Insights

Compensation Analyst

Grant plus partial sale aligns pay realization with staged vesting while trimming net holdings.

The filing records a 6,116-unit RSU grant under the 2022 Omnibus Incentive Plan that vests in four equal annual installments starting one year after grant, creating a scheduled equity dilution mechanism as units convert to shares across 2026–2029 if fully typical. The RSUs were recorded at $0, consistent with time‑based awards.

The filing also shows a contemporaneous disposition of 2,407 shares at $34.75, reducing direct beneficial ownership from 37,637 to 35,230 shares. Monitor vesting dates and future sales for potential ongoing insider liquidity and executive retention effects over the next 12–36 months.

Insider Trade Summary

6,116 shares exercised/converted

Exercise 3 txns

Insider McManus John

Role CHIEF LEGAL ADMIN OFC AND SECY

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	6,116	$0.00	$0.00
Exercise	Common Stock $.01 Par Value ND	6,116	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock $.01 Par Value ND	2,407	$34.75	$84K

Holdings After Transaction: Restricted Stock Units — 12,232 contracts (Direct); Common Stock $.01 Par Value ND — 35,230 shares (Direct)

Footnotes (1)

1. F1. 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.

FAQ

What did John McManus report on the Form 4 for MGM (MGM)?

The Form 4 reports a grant of 6,116 RSUs and a sale of 2,407 shares at $34.75, changing beneficial ownership to 35,230 shares.

How do the RSUs granted to John McManus vest?

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

What is the economic cost recorded for the RSU grant?

The RSUs are recorded with a price of $0 (they represent a right to receive one share per RSU upon vesting).

How many shares did McManus own before and after the reported transactions?

Beneficial ownership is shown as 37,637 shares before the sale and 35,230 shares after the sale.

When were the transactions and who signed the Form 4?

Transactions are dated 10/02/2025 and the filing is signed by Jessica Cunningham, Attorney-In-Fact on 10/06/2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/06/2025 - 07:13 PM Learn about SEC filing dates

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)
10/02/2025

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	10/02/2025		M		6,116	A	$0	37,637	D
Common Stock $.01 Par Value ND	10/02/2025		F		2,407	D	$34.75	35,230	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)	10/02/2025		M			6,116	10/02/2024	10/02/2027	Common Stock $.01 Par Value ND	6,116	$0	12,232	D

Explanation of Responses:

1. 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.

	/s/ Jessica Cunningham, Attorney-In-Fact	10/06/2025
	** 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.