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MGM Resorts International: McManus receives 15,228 shares

The PSU award’s share payout depended on stock performance against a $52.44 target price, with 0.767495 shares issued per unit.

(Neutral)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
4

Rhea-AI Filing Summary

MGM Resorts International Chief Legal Admin Officer and Secretary John McManus reported direct vesting and settlement transactions on October 2 and 3, 2026. On October 2, 19,842 performance share units vested, resulting in 15,228 common shares, and 6,116 restricted stock units settled in common shares; 7,351 RSUs settled on October 3. He also reported 5,993 and 2,407 shares on October 2, and 2,893 shares on October 3, delivered or withheld for payment of exercise price or tax liability. Each was reported at $30.48 per share.

Insider McManus John
Role CHIEF LEGAL ADMIN OFC AND SECY
Type Security Shares Price Value
Exercise Restricted Stock Units F4 7,351 $0.00 $0.00
Exercise Common Stock $.01 Par Value ND 7,351 $0.00 $0.00
Exercise Price or Tax Liability Common Stock $.01 Par Value ND 2,893 $30.48 $88K
Exercise Restricted Stock Units F2 6,116 $0.00 $0.00
Exercise Performance Share Units F3, F1 15,228 $0.00 $0.00
Exercise Common Stock $.01 Par Value ND 6,116 $0.00 $0.00
Exercise Price or Tax Liability Common Stock $.01 Par Value ND 2,407 $30.48 $73K
Exercise Common Stock $.01 Par Value ND F1 15,228 $0.00 $0.00
Exercise Price or Tax Liability Common Stock $.01 Par Value ND 5,993 $30.48 $183K
Holdings After Transaction: Restricted Stock Units — 6,116 contracts (Direct); Performance Share Units — 0 contracts (Direct); Common Stock $.01 Par Value ND — 83,087 shares (Direct)
Footnotes (4)
  1. F1. Represents the vesting of 19,842 performance share units (PSUs) granted on October 2, 2023, 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 $52.44 (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, 0.767495 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.
  2. F2. 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.
  3. F3. PSUs granted under the Plan. Each PSU represents 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 is three years after the grant date, relative to a target price of $52.44.
  4. F4. RSUs granted under the 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.
Performance share units vested 19,842 units October 2, 2026
Common shares from PSU settlement 15,228 shares October 2, 2026
RSUs settled in common shares 6,116 shares October 2, 2026
RSUs settled in common shares 7,351 shares October 3, 2026
Shares delivered or withheld 5,993 shares Payment of exercise price or tax liability; reported at $30.48 per share on October 2, 2026
Shares delivered or withheld 2,407 shares Payment of exercise price or tax liability; reported at $30.48 per share on October 2, 2026
Shares delivered or withheld 2,893 shares Payment of exercise price or tax liability; reported at $30.48 per share on October 3, 2026
Restricted Stock Units technical
"Restricted Stock Units ("RSUs") granted under the 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.
Performance Share Units technical
"vesting of 19,842 performance share units (PSUs)"
Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.
Target Price financial
"relative to a target price of $52.44 (Target Price)"
A target price is an analyst’s estimate of where a stock’s market price might reasonably be expected to reach over a specified future period, expressed as a single number. It matters to investors because it gives a simple benchmark for potential gain or loss—like a weather forecast for a trip—helping people compare expectations, set goals, and decide whether a stock looks like a good buy, while remembering it’s an informed estimate, not a guarantee.
Vesting Date technical
"date that was three years after the grant date (Vesting Date)"

FAQ

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

How were MGM’s performance share units settled?

The 19,842 PSUs granted on October 2, 2023 vested on October 2, 2026. Each could deliver between 0 and 1.6 shares based on common-stock performance relative to a $52.44 target price; the reported settlement used 0.767495 shares per PSU.

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

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
CHIEF LEGAL ADMIN OFC AND SECY
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/02/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock $.01 Par Value ND10/02/2026M6,116A$071,801D
Common Stock $.01 Par Value ND10/02/2026F2,407D$30.4869,394D
Common Stock $.01 Par Value ND10/02/2026M15,228(1)A$084,622D
Common Stock $.01 Par Value ND10/02/2026F5,993D$30.4878,629D
Common Stock $.01 Par Value ND10/03/2026M7,351A$085,980D
Common Stock $.01 Par Value ND10/03/2026F2,893D$30.4883,087D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(2)10/02/2026M6,11610/02/202410/02/2027Common Stock $.01 Par Value ND6,116$06,116D
Performance Share Units(3)10/02/2026M15,228(1)10/02/202610/02/2026Common Stock $.01 Par Value ND15,228$00D
Restricted Stock Units(4)10/03/2026M7,35110/03/202310/03/2026Common Stock $.01 Par Value ND7,351$00D
Explanation of Responses:
1. Represents the vesting of 19,842 performance share units (PSUs) granted on October 2, 2023, 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 $52.44 (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, 0.767495 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.
2. 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.
3. PSUs granted under the Plan. Each PSU represents 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 is three years after the grant date, relative to a target price of $52.44.
4. RSUs granted under the 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-Fact10/06/2026
** Signature of Reporting PersonDate
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)

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