MGM Form 4: Executive Vests PSUs/RSUs; Sales at $33.93

Rhea-AI Filing Summary

Insider transactions by Gary M. Fritz at MGM Resorts International (MGM) show multiple equity changes on 10/03/2025. Mr. Fritz received shares from vesting equity awards and sold portions the same day. Performance Share Units (PSUs) granted on 10/03/2022 converted into shares at a formulaic payout, producing 35,129.42456 PSUs that yielded 30,310 shares (0.8628210 shares per PSU) based on relative stock performance and an ending average price compared to a $41.83 target price. Other PSUs tied to three‑year TSR awarded 22,419 shares. Restricted Stock Units (RSUs) also vested and 12,252 RSUs were reported as vested/issued. Offsetting these issuances, several sales under code F show dispositions at $33.93, including 4,893, 12,103, and 8,952 shares. The net effect increased beneficial ownership to 123,280 shares at the end of the reported transactions.

Insights

Compensation Analyst

Vesting converted multi‑year PSUs/RSUs into shares; payout mix reflects stock performance vs a $41.83 target.

The reported vesting shows PSUs from 10/03/2022 converted using a relative price formula, yielding 30,310 shares from 35,129.42456 PSUs at a per‑PSU payout of 0.8628210 shares. A separate PSU tranche tied to three‑year TSR produced 22,419 shares. Additionally, 12,252 RSUs vested, each converting to one share upon vesting.

These outcomes mean the executive received equity income without an exercise cash outlay where price is listed as $0 for issued awards; investors can watch post‑vesting dilution effects and future compensation cycles over the next 12 months as remaining award tranches expire or vest.

Corporate Transactions Analyst

Simultaneous sales reduced immediate holdings; several dispositions executed at $33.93.

The filing shows multiple sales under code F on 10/03/2025: 4,893, 12,103, and 8,952 shares sold at $33.93, which lowered holdings after vesting. These sales likely converted a portion of vesting proceeds to cash or satisfied tax obligations.

Net beneficial ownership after transactions is reported as 123,280 shares. Monitor forthcoming Forms 4 for any additional scheduled sales or post‑vesting dispositions within the next quarter to understand ongoing insider liquidity.

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

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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)
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		12,252	A	$0	87,547	D
Common Stock $.01 Par Value ND	10/03/2025		F		4,893	D	$33.93	82,654	D
Common Stock $.01 Par Value ND	10/03/2025		A		30,310(1)	A	$0	112,964	D
Common Stock $.01 Par Value ND	10/03/2025		F		12,103	D	$33.93	100,861	D
Common Stock $.01 Par Value ND	10/03/2025		A		22,419(2)	A	$0	123,280	D
Common Stock $.01 Par Value ND	10/03/2025		F		8,952	D	$33.93	114,328	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			12,252	10/03/2023	10/03/2026	Common Stock $.01 Par Value ND	12,252	$0	12,251	D

Explanation of Responses:

1. Represents the vesting of 35,129.42456 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 33,018.279 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.

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