MGM CEO exercises RSUs, delivers shares for tax

MGM Resorts International CEO and President William Hornbuckle reported multiple equity award transactions involving restricted stock units (RSUs) and common stock.

Rhea-AI Filing Summary

MGM Resorts International CEO and President William Hornbuckle reported multiple equity award transactions involving restricted stock units (RSUs) and common stock. On February 23 and 24, 2026, he exercised RSUs into common shares and delivered a portion of those shares to cover tax liabilities.

On each date, RSUs were converted into 6,683 shares and 5,657 shares$0.00 per share, reflecting equity award settlement rather than open‑market purchases. To satisfy tax obligations, 1,471 shares at $34.25 and 2,094 shares at $35.05 were disposed of under code F. Following these transactions, Hornbuckle directly owned 605,073 shares of common stock and indirectly held 172,781 shares in trust.

Insider Trade Summary

12,340 shares exercised/converted

Exercise 7 txns

Insider HORNBUCKLE WILLIAM

Role CEO AND PRESIDENT

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	5,657	$0.00	$0.00
Exercise	Common Stock $.01 Par Value ND	5,657	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock $.01 Par Value ND	2,094	$35.05	$73K
Exercise	Restricted Stock Units	6,683	$0.00	$0.00
Exercise	Common Stock $.01 Par Value ND	6,683	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock $.01 Par Value ND	1,471	$34.25	$50K
holding	Common Stock $.01 Par Value ND	--	--	--

Holdings After Transaction: Restricted Stock Units — 6,683 contracts (Direct); Common Stock $.01 Par Value ND — 605,073 shares (Direct); Common Stock $.01 Par Value ND — 172,781 shares (Indirect, In trust)

Footnotes (3)

1. F1. Restricted Stock Units (RSUs) granted under the MGM Resorts International (Company) 2022 Omnibus Incentive Plan. Each RSU represents the right to receive one share of Company common stock. Any fractional shares are paid in cash upon settlement.
2. F2. The RSUs are fully vested. Delivery of shares is made in four equal annual installments commencing on the first anniversary of the grant date.
3. F3. RSUs granted under the MGM Resorts International Amended and Restated 2005 Omnibus Incentive Plan. Each RSU represents the right to receive one share of Common Stock.

FAQ

What did MGM (MGM) CEO William Hornbuckle report in this Form 4?

William Hornbuckle reported RSU exercises and related tax-share deliveries, not open-market trades. Restricted Stock Units were converted into common stock, and some shares were disposed of to cover tax liabilities, updating his direct and indirect ownership positions in MGM Resorts International.

How many MGM common shares did William Hornbuckle acquire through RSU conversions?

Hornbuckle acquired common shares through two RSU conversions: 6,683 shares on February 23, 2026, and 5,657 shares on February 24, 2026. These were settled at a stated price of $0.00 per share, reflecting equity award settlement rather than cash purchases in the market.

What were the tax-related share dispositions reported by MGM CEO William Hornbuckle?

Hornbuckle reported tax-withholding dispositions under code F: 1,471 MGM shares at $34.25 per share on February 23, 2026, and 2,094 shares at $35.05 per share on February 24, 2026. These transactions satisfied tax liabilities tied to vested and delivered RSUs.

What is William Hornbuckle’s direct share ownership in MGM after these transactions?

After the reported transactions, Hornbuckle directly owned 605,073 shares of MGM common stock. This figure reflects RSU conversions into shares and the delivery of a portion of those shares to cover tax obligations, as disclosed in the Form 4 transaction detail.

How many MGM shares does William Hornbuckle hold indirectly in trust?

Hornbuckle is shown with 172,781 MGM common shares held indirectly "In trust." This position is reported with an indirect ownership code, indicating the shares are held through a trust structure rather than in his direct personal brokerage or equivalent account.

What do the RSU footnotes in the MGM Form 4 explain?

The footnotes state RSUs were granted under MGM incentive plans, with each RSU representing one common share. They note that RSUs are fully vested and that delivery of shares occurs in four equal annual installments, with any fractional shares settled in cash upon delivery.

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Accepted by SEC EDGAR 02/25/2026 - 05:45 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
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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^*

HORNBUCKLE WILLIAM

(Last) (First) (Middle)

3600 LAS VEGAS BLVD., S.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO AND PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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	02/23/2026		M		6,683	A	$0	602,981	D
Common Stock $.01 Par Value ND	02/23/2026		F		1,471	D	$34.25	601,510	D
Common Stock $.01 Par Value ND	02/24/2026		M		5,657	A	$0	607,167	D
Common Stock $.01 Par Value ND	02/24/2026		F		2,094	D	$35.05	605,073	D
Common Stock $.01 Par Value ND								172,781	I	In trust

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)	02/23/2026		M			6,683	02/23/2024(2)	02/23/2027	Common Stock $.01 Par Value ND	6,683	$0	6,683	D
Restricted Stock Units	(3)	02/24/2026		M			5,657	02/24/2023(2)	02/24/2026	Common Stock $.01 Par Value ND	5,657	$0	0	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 one share of Company common stock. Any fractional shares are paid in cash upon settlement.

2. The RSUs are fully vested. Delivery of shares is made in four equal annual installments commencing on the first anniversary of the grant date.

3. RSUs granted under the MGM Resorts International Amended and Restated 2005 Omnibus Incentive Plan. Each RSU represents the right to receive one share of Common Stock.

	/s/ Jessica Cunningham, Attorney-In-Fact	02/25/2026
	** 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).
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