MGM CEO reports PSU/RSU vesting, sales at $33.93 per share

Rhea-AI Filing Summary

William Hornbuckle, CEO and President of MGM Resorts International (MGM), reported multiple equity transactions on 10/03/2025 and 10/04/2025. Various performance share units (PSUs) and restricted stock units (RSUs) vested, producing net issuances and resulting in combined beneficial ownership changes. The filing shows 172,781 shares held indirectly in trust and a direct beneficial ownership position that moved between 480,441 and 589,245 shares across reported transactions. Several dispositions were reported at a price of $33.93 per share, and multiple vesting events resulted in zero-price issuances for RSUs/PSUs converted to common stock. The PSU vesting included performance-based conversions tied to a Target Price $41.83 and total shareholder return comparisons over a three-year period.

Positive

• Alignment with shareholders via sizeable equity holdings and vesting of long-term PSUs tied to TSR performance
• Substantial vested issuance totaling vested RSUs/PSUs that increased direct holdings to as high as 589,245 shares after vesting

Negative

• Reported dispositions sold at $33.93, reducing direct holdings (multiple F transactions recorded)
• Potential near-term dilution from issued shares (PSU/RSU conversions were issued at no cash price)

Insights

Corporate Governance Expert

CEO completed scheduled equity vesting and reported open-market sales over two days.

The reported activity reflects the vesting and issuance of PSUs and RSUs under the 2022 Omnibus Incentive Plan on 10/03/2025 and 10/04/2025

These actions are typical for executive compensation plans and show partial conversion of performance awards into common shares, with some shares sold at $33.93. Monitor outstanding share counts and any subsequent Form 4s within the next few trading days for further sales or transfers.

Compensation Analyst

Vesting included PSUs paid at a fractional rate tied to stock performance versus a $41.83 target.

One PSU tranche converted at 0.8628210 shares per unit based on the 60-day average ending the vesting date; other PSUs vested based on three-year TSR versus the S&P 500 constituents.

Key items to watch are the magnitude of future PSU/RSU cliff or scheduled vesting dates from the 2022 plan and any linkage to TSR outcomes at the next multi‑year checkpoint.

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^*

HORNBUCKLE WILLIAM

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO AND PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2025

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	10/03/2025		M		32,671	A	$0	493,298	D
Common Stock $.01 Par Value ND	10/03/2025		F		12,857	D	$33.93	480,441	D
Common Stock $.01 Par Value ND	10/03/2025		A		80,826(1)	A	$0	561,267	D
Common Stock $.01 Par Value ND	10/03/2025		F		31,806	D	$33.93	529,461	D
Common Stock $.01 Par Value ND	10/03/2025		A		59,784(2)	A	$0	589,245	D
Common Stock $.01 Par Value ND	10/03/2025		F		23,526	D	$33.93	565,719	D
Common Stock $.01 Par Value ND	10/04/2025		M		17,980	A	$0	583,699	D
Common Stock $.01 Par Value ND	10/04/2025		F		7,076	D	$33.93	576,623	D
Common Stock $.01 Par Value ND								172,781	I	In trust

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	(3)	10/03/2025		M			32,671	10/03/2023	10/03/2026	Common Stock $.01 Par Value ND	32,671	$0	32,672	D
Restricted Stock Units	(4)	10/04/2025		M			17,980	10/04/2022	10/04/2025	Common Stock $.01 Par Value ND	17,980	$0	0	D

Explanation of Responses:

1. Represents the vesting of 93,677.46542 performance share units (PSUs) granted on October 3, 2022, 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 $41.83 (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, 0.8628210 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, as adjusted to include dividends paid during the term of the PSU.

2. Represents the vesting of 88,048.077 PSUs granted on October 3, 2022, under the Plan. The number of shares awarded at the end of the performance period was based upon the Company's three-year total shareholder return (TSR) compared to the TSRs of the constituents of the S&P 500 Index.

3. 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.

4. RSUs granted under the Plan. Each RSU represents the right to receive, following vesting, one share of Company common stock. The RSUs will vest in four equal annual installments commencing on the first anniversary of the grant date.

	/s/ Jessica Cunningham, Attorney-In-Fact	10/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did William Hornbuckle report on the MGM (MGM) Form 4?

The report discloses multiple vesting and sale transactions on 10/03/2025 and 10/04/2025 for PSUs and RSUs, resulting in direct beneficial holdings ranging up to 589,245 shares and 172,781 shares held indirectly in trust.

How many shares were reported as held indirectly in trust for MGM (MGM)?

The filing shows 172,781 shares reported as indirectly beneficially owned in trust.

Were any shares sold and at what price according to the Form 4?

Yes. Several disposals were reported with transaction code F at a sale price of $33.93 per share.

What caused the PSU payments and how were they calculated?

One PSU tranche vested converting 93,677.46542 PSUs using a conversion factor of 0.8628210 shares per PSU based on the 60-day average price versus a Target Price $41.83; another tranche vested based on three-year TSR relative to S&P 500 constituents.

Did any RSUs vest and what are their terms?

Yes. RSUs granted under the 2022 Omnibus Incentive Plan vest in four equal annual installments starting one year after grant; specific RSU vesting produced zero-price share issuances on the reported dates.

Where can I find the exact transaction dates on the Form 4?

Transaction dates listed include 10/03/2025 and 10/04/2025 as the earliest reported transactions.