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

Compensation Analyst

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.

Corporate Governance Analyst

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.

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^*

Halkyard Jonathan S

(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 FINANCIAL OFFICER

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		8,985	A	$0	89,166	D
Common Stock $.01 Par Value ND	10/03/2025		F		3,537	D	$33.93	85,629	D
Common Stock $.01 Par Value ND	10/03/2025		A		22,227(1)	A	$0	107,856	D
Common Stock $.01 Par Value ND	10/03/2025		F		8,747	D	$33.93	99,109	D
Common Stock $.01 Par Value ND	10/03/2025		A		16,441(2)	A	$0	115,550	D
Common Stock $.01 Par Value ND	10/03/2025		F		6,470	D	$33.93	109,080	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			8,985	10/03/2023	10/03/2026	Common Stock $.01 Par Value ND	8,985	$0	8,984	D

Explanation of Responses:

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.

2. 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.

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
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.

FAQ

What transactions did MGM CFO Jonathan Halkyard report on Form 4 (MGM)?

The Form 4 reports vesting of PSUs and RSUs on 10/03/2025, issuance of shares from those awards, and several sales executed at $33.93 per share, leaving 115,550 shares beneficially owned directly.

How many PSUs vested for Jonathan Halkyard and how were they converted?

The filing shows 25,761.77802 PSUs and 24,213.671 PSUs related to grants from 10/03/2022. In one calculation each PSU delivered 0.8628210 shares, based on a $41.83 target price.

At what price were any shares sold according to the Form 4 for MGM?

Sales reported in the filing were executed at $33.93 per share on 10/03/2025.

What is the significance of the $41.83 Target Price in the filing?

The $41.83 Target Price equals 125% of the average closing price over the 60-calendar day period ending on the grant date and was used to determine shares issued per PSU at vesting.

Do the RSUs vest immediately or on a schedule?

RSUs under the 2022 Omnibus Incentive Plan vest in four equal annual installments beginning on the first anniversary of the grant date.