MGM Insider McManus Granted 33,167 RSUs, Reports Small Share Sale

Rhea-AI Filing Summary

John McManus, Chief Legal Administrative Officer and Secretary of MGM Resorts International (MGM), reported option and restricted stock unit activity. He was granted 33,167 RSUs on 10/06/2025 that vest in three equal annual installments beginning on 10/06/2026. On 10/07/2025, 7,299 RSUs were recorded as vested/exercisable and 7,299 shares were acquired at $0 per share. The filing also shows a sale of 2,873 shares at $33.12, leaving him with 65,685 shares beneficially owned.

Positive

• 33,167 RSU grant increases long-term equity alignment
• RSUs vest in three equal annual installments, encouraging retention through 10/06/2028
• Reported under the 2022 Omnibus Incentive Plan, indicating standard governance process

Negative

• Sale of 2,873 shares at $33.12 reduced direct holdings to 65,685 shares
• Some RSUs remain unvested until 10/06/2028, limiting immediate shareholder dilution clarity

Insights

Equity Compensation Analyst

RSU grant increases long-term equity alignment while a small open-market sale reduced holdings.

The grant of 33,167 restricted stock units establishes a multi-year retention mechanism because the RSUs vest in three equal annual installments beginning on 10/06/2026. That structure ties value realization to continued employment and share-price movement.

This filing also records a 2,873-share sale at $33.12, which modestly reduces direct ownership to 65,685 shares; the sale size is small relative to the RSU grant and appears consistent with routine liquidity or diversification. Watch the annual vesting dates through 10/06/2028 for additional share increases.

Corporate Governance Specialist

Grant and vesting schedule follow the companys omnibus plan; transactions were reported under Section 16.

The RSUs were issued under the 2022 Omnibus Incentive Plan and each RSU converts to one share on vesting, which is standard practice for executive retention. The filing indicates compliance with Section 16 reporting requirements by a reporting officer.

Key monitorable items include the vesting installment dates beginning 10/06/2026 and any future open-market transactions that could change ownership levels before full vesting completes in 10/06/2028.

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^*

McManus John

(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 LEGAL ADMIN OFC AND SECY

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		7,299	A	$0	68,558	D
Common Stock $.01 Par Value ND	10/07/2025		F		2,873	D	$33.12	65,685	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		33,167		10/06/2026	10/06/2028	Common Stock $.01 Par Value ND	33,167	$0	33,167	D
Restricted Stock Units	(1)	10/07/2025		M			7,299	10/07/2025	10/07/2027	Common Stock $.01 Par Value ND	7,299	$0	14,599	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 RSUs did John McManus receive in the MGM Form 4 (MGM)?

He received 33,167 RSUs on 10/06/2025, each convertible to one share upon vesting.

When do the RSUs granted to McManus vest?

The RSUs vest in three equal annual installments commencing on 10/06/2026 and completing by 10/06/2028.

Did McManus sell any MGM shares in this filing?

Yes, the filing reports a sale of 2,873 shares on 10/07/2025 at $33.12 per share.

How many MGM shares does McManus beneficially own after these transactions?

Following the reported transactions, he beneficially owned 65,685 shares.

Under which plan were the RSUs granted?

The RSUs were granted under the 2022 Omnibus Incentive Plan.

Are the RSU exercises reported as acquiring shares at cost?

The filing shows certain RSUs recorded as acquired at $0 per share when they vest; the RSUs convert to common stock on vesting.