MGM Insider Filing: RSU Award of 66,333 and $33.12 Sale

Rhea-AI Filing Summary

Insider transactions by Gary M. Fritz at MGM Resorts International (MGM): the filing shows two related dates of activity in early October 2025. On 10/06/2025 Mr. Fritz was granted 66,333 restricted stock units (RSUs) under the 2022 Omnibus Incentive Plan; each RSU converts to one share on vesting and the RSUs vest in three equal annual installments beginning on the first anniversary of the grant. On 10/07/2025 there are two reported non-derivative actions: a zero-price acquisition of 12,165 shares (transaction code M) and a disposition of 4,858 shares at $33.12 (transaction code F). After these reported transactions Mr. Fritz beneficially owned 121,635 common shares and held 66,333 RSUs (plus 12,165 RSUs reflected post-transaction) as direct ownership.

Positive

• 66,333 RSU grant under the 2022 Omnibus Incentive Plan establishes long-term alignment
• RSUs vest in three equal annual installments, creating multi-year retention incentives
• Post-transaction direct ownership of 121,635 shares indicates meaningful insider stake

Negative

• 4,858-share sale at $33.12 represents a near-term disposition of insider shares
• Vested share conversions scheduled over multiple years may dilute over time when converted

Insights

Corporate Compensation Analyst

TL;DR: A routine equity grant plus a small sale; grants vest over three years.

The 66,333 RSU grant is recorded under the 2022 Omnibus Incentive Plan and vests in three equal annual installments starting on 10/06/2026, creating a multi-year linkage between compensation and share ownership. RSUs convert to common stock on vesting at $0 per unit, which is standard for restricted awards.

Reported dispositions include a 4,858-share sale at $33.12 and a same-period acquisition of 12,165 shares coded as M (formation/awarding under a plan or similar). The net effect increases long-term incentive exposure while showing a near-term sale of a modest number of shares; monitor future vesting dates and any scheduled sale plans linked to these awards within the next 12 months.

Insider Transactions Compliance Specialist

TL;DR: Filings show Rule 16 reporting steps and mixed transaction codes; timing matters for compliance.

The form records an RSU grant (code V for award) and a separate code M non-derivative acquisition, plus a code F sale. Code M often indicates transactions under a company plan or conversion; code F indicates a sale by a reporting person. All transactions are reported within the Section 16 framework, and the filing is executed by an attorney-in-fact on 10/08/2025.

From a compliance perspective, filings are consistent with required disclosure. Investors and compliance officers should note the vesting schedule and the direct ownership totals to verify future Form 4 updates if additional dispositions or vesting conversions occur within the next 24 months.

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 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)
10/06/2025

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	10/07/2025		M		12,165	A	$0	126,493	D
Common Stock $.01 Par Value ND	10/07/2025		F		4,858	D	$33.12	121,635	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)	10/06/2025		A		66,333		10/06/2026	10/06/2028	Common Stock $.01 Par Value ND	66,333	$0	66,333	D
Restricted Stock Units	(1)	10/07/2025		M			12,165	10/07/2025	10/07/2027	Common Stock $.01 Par Value ND	12,165	$0	24,332	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	10/08/2025
	** 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 insider activity did Gary M. Fritz report for MGM (MGM)?

The filing shows a 66,333 RSU grant on 10/06/2025, a 12,165-share acquisition on 10/07/2025, and a 4,858-share sale at $33.12 on 10/07/2025.

How do the RSUs granted to Gary M. Fritz vest?

The RSUs vest in three equal annual installments beginning on the first anniversary of the grant date, so the first vesting occurs on 10/06/2026.

How many shares does Gary M. Fritz beneficially own after these transactions?

Following the reported transactions Mr. Fritz beneficially owned 121,635 common shares and held 66,333 RSUs (with 12,165 RSUs recorded on the later date).

What do transaction codes M, F, and V indicate on the Form 4?

Code V records the grant of RSUs, code M is used for certain acquisitions under plans or exchanges, and code F denotes a sale or disposition by the reporting person as shown on the form.

Who signed and filed the Form 4 for these transactions?

The Form 4 was signed by Jessica Cunningham, Attorney-In-Fact on 10/08/2025 on behalf of the reporting person.