MGM CFO converts PSUs/RSUs to stock; partial sales at $33.93
Rhea-AI Filing Summary
Jonathan S. Halkyard, Chief Financial Officer of MGM Resorts International (MGM), reported multiple transactions dated 10/03/2025 showing vesting and partial sales of equity awards. Performance share units (PSUs) granted on 10/03/2022 and restricted stock units (RSUs) vested, producing issued shares and some sales executed at $33.93 per share.
The filing states 25,761.77802 PSUs and 24,213.671 PSUs vested under the 2022 Omnibus Incentive Plan, with one PSU delivering 0.8628210 shares in one calculation based on a $41.83 target price. Reported post-transaction beneficial ownership reached 115,550 shares (direct). Several sales were coded as F at $33.93; other issuances from vesting were recorded at $0.
Positive
- Substantial vesting of long-term awards (PSUs and RSUs) indicating performance cycles completed
- Remaining direct ownership of 115,550 shares maintains executive alignment with shareholders
- PSU conversion used a defined Target Price ($41.83) and documented calculation (0.8628210 shares per PSU)
Negative
- Insider sales executed at $33.93 on the vesting date, partially monetizing awards
- Some vested awards were sold immediately, which reduces the executives undiluted share exposure despite remaining holdings
Insights
Vesting and sales reflect scheduled long-term pay converting to stock, with partial monetization at the same sale price.
Multiple PSUs granted on 10/03/2022 matured on 10/03/2025, delivering shares based on performance and a target price of $41.83. The filing shows conversion math where each PSU produced 0.8628210 shares in one tranche and additional PSUs converted based on TSR performance.
Risk and monitorable items include the $33.93 per-share sales executed the same day and the resulting 115,550 direct shares ownership balance; watch subsequent filings for additional sales or further vesting events through 10/03/2026.
The CFO remains a direct holder after vesting, aligning executive ownership with shareholder interests while realizing some liquidity.
The report lists vested RSUs and PSUs under the Companys 2022 Omnibus Incentive Plan, with RSUs vesting in scheduled installments and PSUs delivering shares tied to relative TSR and price performance. Several shares were sold at $33.93, reducing immediate holdings but leaving a substantive direct stake.
Key near-term items to watch are any future Form 4 entries that change the reported 115,550-share position or disclose additional sales, and whether future performance cycles produce further PSU payouts to executives.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 8,985 | $0.00 | -- |
| Exercise | Common Stock $.01 Par Value ND | 8,985 | $0.00 | -- |
| Tax Withholding | Common Stock $.01 Par Value ND | 3,537 | $33.93 | $120K |
| Grant/Award | Common Stock $.01 Par Value ND | 22,227 | $0.00 | -- |
| Tax Withholding | Common Stock $.01 Par Value ND | 8,747 | $33.93 | $297K |
| Grant/Award | Common Stock $.01 Par Value ND | 16,441 | $0.00 | -- |
| Tax Withholding | Common Stock $.01 Par Value ND | 6,470 | $33.93 | $220K |
Footnotes (1)
- Represents the vesting of 25,761.77802 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 24,213.671 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.
