MGM executive exercises RSUs, withholds shares for tax

MGM Resorts International President, Interactive Gary M. Fritz reported routine equity compensation activity involving restricted stock units (RSUs).

Rhea-AI Filing Summary

MGM Resorts International President, Interactive Gary M. Fritz reported routine equity compensation activity involving restricted stock units (RSUs). He exercised RSUs covering 2,259 shares of common stock, converting them into directly held shares. To satisfy tax obligations, 903 shares of common stock were disposed of through a tax-withholding transaction at $47.52 per share. Following these transactions, he directly holds over 130,000 shares of MGM common stock and continues to hold 4,518 RSUs that vest in three equal annual installments under the company’s 2022 Omnibus Incentive Plan.

Insider Trade Summary

2,259 shares exercised/converted

Exercise 3 txns

Insider Fritz Gary M

Role President, Interactive

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,259	$0.00	$0.00
Exercise	Common Stock $.01 Par Value ND	2,259	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock $.01 Par Value ND	903	$47.52	$43K

Holdings After Transaction: Restricted Stock Units — 4,518 contracts (Direct); Common Stock $.01 Par Value ND — 132,004 shares (Direct)

Footnotes (1)

1. F1. Restricted Stock Units ("RSUs") granted under the MGM Resorts International ("Company") 2022 Omnibus Incentive Plan (the "Plan"). Each RSU represents the right to receive, following vesting, one share of Company common stock. The RSUs vest in three equal annual installments commencing on the first anniversary of the grant date.

Key Figures

RSUs exercised: 2,259 shares Tax-withholding shares: 903 shares Tax-withholding price: $47.52 per share +2 more

5 metrics

RSUs exercised 2,259 shares Restricted stock units converted to common stock

Tax-withholding shares 903 shares Shares disposed to cover tax liability

Tax-withholding price $47.52 per share Value assigned to withheld shares

Common shares after exercise 132,907 shares Direct MGM common stock holdings after transactions

RSUs outstanding 4,518 units Restricted stock units remaining after exercise

Key Terms

Restricted Stock Units, 2022 Omnibus Incentive Plan, tax-withholding disposition, derivative exercise/conversion, +1 more

5 terms

Restricted Stock Units financial

"Restricted Stock Units ("RSUs") granted under the MGM Resorts International ("Company") 2022 Omnibus Incentive Plan"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

2022 Omnibus Incentive Plan financial

"RSUs granted under the MGM Resorts International ("Company") 2022 Omnibus Incentive Plan (the "Plan")"

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" for shares used to pay tax liability"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative exercise/conversion financial

"transaction_action: "derivative exercise/conversion" describing RSU conversion into common stock"

derivative security financial

"transaction_code_description: "Exercise or conversion of derivative security""

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did MGM (MGM) executive Gary Fritz report?

Gary Fritz reported exercising restricted stock units into 2,259 MGM common shares and a related tax-withholding disposition of 903 shares. These movements reflect routine equity compensation activity rather than open-market buying or selling of stock.

Did MGM (MGM) executive Gary Fritz sell shares on the open market?

The filing shows 903 shares were disposed of to cover tax obligations, not an open-market sale. This tax-withholding transaction is a standard mechanism when equity awards vest and does not represent a discretionary stock sale.

How many MGM (MGM) shares does Gary Fritz hold after these transactions?

After the reported transactions, Gary Fritz directly holds 132,907 shares of MGM common stock. This figure in the filing reflects his updated equity position, excluding additional unvested restricted stock units that remain outstanding.

What happened to Gary Fritz’s restricted stock units in MGM (MGM)?

He exercised 2,259 restricted stock units into common shares, reducing that specific RSU balance. The filing also shows 4,518 RSUs remaining, which vest in three equal annual installments under MGM’s 2022 Omnibus Incentive Plan.

What price is associated with the MGM (MGM) tax-withholding shares?

The 903 shares used for tax withholding are reported at $47.52 per share. This price in the Form 4 is used to value the tax-withholding disposition tied to Gary Fritz’s vested restricted stock units.

Is the MGM (MGM) Form 4 for Gary Fritz a significant trading signal?

The Form 4 reflects routine compensation events: RSU exercise and tax withholding. There are no open-market purchases or sales reported, so the filing mainly updates his equity position rather than signaling a directional trading decision.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 07/02/2026 - 06:57 PM EDT 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^*

Fritz Gary M

(Last) (First) (Middle)

3600 LAS VEGAS BLVD. SOUTH

(Street)

LAS VEGAS NEVADA 89109

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	07/01/2026		M		2,259	A	$0	132,907	D
Common Stock $.01 Par Value ND	07/01/2026		F		903	D	$47.52	132,004	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)	07/01/2026		M			2,259	07/01/2026	07/01/2028	Common Stock $.01 Par Value ND	2,259	$0	4,518	D

Explanation of Responses:

1. Restricted Stock Units ("RSUs") granted under the MGM Resorts International ("Company") 2022 Omnibus Incentive Plan (the "Plan"). Each RSU represents the right to receive, following vesting, one share of Company common stock. The RSUs vest in three equal annual installments commencing on the first anniversary of the grant date.

	/s/ Jessica Cunningham, Attorney-In-Fact	07/02/2026
	** 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).
** 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.
* Form 4: SEC 1474 (03-26)