MGM Resorts (NYSE: MGM) COO exercises 299 RSUs, withholds 73 shares for taxes

Rhea-AI Filing Summary

MGM Resorts International chief operating officer Ayesha Khanna Molino reported equity award activity involving restricted stock units and common shares. On March 1, 2026, she exercised 299 restricted stock units, receiving the same number of MGM common shares at a stated price of $0.0000 per share. These RSUs were granted under the company’s Amended and Restated 2005 Omnibus Incentive Plan and represent stock that vests in four equal annual installments after the first anniversary of the grant date. To cover tax obligations related to this award, 73 common shares were disposed of at $36.86 per share, characterized as a tax-withholding transaction rather than an open-market sale. After these transactions, Molino held 21,585 MGM shares directly, and an additional 200 shares were reported as owned indirectly by her spouse.

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^*

Molino Ayesha Khanna

(Last) (First) (Middle)

3600 LAS VEGAS BLVD., S.

(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 OPERATING OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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	03/01/2026		M		299	A	$0	21,658	D
Common Stock $.01 Par Value ND	03/01/2026		F		73	D	$36.86	21,585	D
Common Stock $.01 Par Value ND								200	I	By Spouse

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)	03/01/2026		M			299	03/01/2023	03/01/2026	Common Stock $.01 Par Value ND	299	$0	0	D

Explanation of Responses:

1. Restricted Stock Units ("RSUs") granted under the MGM Resorts International ("Company") Amended and Restated 2005 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	03/03/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did MGM (MGM) COO Ayesha Khanna Molino report?

MGM COO Ayesha Khanna Molino reported exercising 299 restricted stock units into common shares and disposing of 73 shares to satisfy tax obligations. Following these transactions, she directly owned 21,585 MGM shares, with an additional 200 shares held indirectly by her spouse.

How many MGM (MGM) shares did the COO acquire through equity awards?

The COO acquired 299 MGM common shares through the exercise of restricted stock units granted under the company’s 2005 Omnibus Incentive Plan. Each RSU converts into one common share after vesting, providing equity-based compensation linked directly to MGM Resorts International stock performance.

Why were 73 MGM (MGM) shares disposed of in the Form 4 filing?

The 73 MGM shares were disposed of at $36.86 per share to satisfy tax withholding obligations related to the restricted stock unit award. This type of transaction, coded “F,” reflects shares withheld for taxes rather than an open-market sale initiated for investment purposes.

What is Ayesha Khanna Molino’s MGM (MGM) share ownership after the reported transactions?

After the reported transactions, Ayesha Khanna Molino directly owned 21,585 MGM common shares. The filing also shows an additional 200 MGM shares held indirectly through her spouse, reflecting both her direct and family-related equity exposure to MGM Resorts International.

How do MGM (MGM) restricted stock units work for executives?

MGM restricted stock units are granted under its Amended and Restated 2005 Omnibus Incentive Plan, with each RSU representing one share of common stock after vesting. These units typically vest in four equal annual installments starting on the first anniversary of the grant date.

Does the MGM (MGM) Form 4 show any open-market stock sales by the COO?

The Form 4 does not show open-market stock sales by the COO. The only disposition, involving 73 shares, is coded as a tax-withholding transaction, indicating shares were delivered to cover tax liabilities from the equity award exercise.