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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 17,980 | $0.00 | -- |
| Exercise | Common Stock $.01 Par Value ND | 17,980 | $0.00 | -- |
| Tax Withholding | Common Stock $.01 Par Value ND | 7,076 | $33.93 | $240K |
| Exercise | Restricted Stock Units | 32,671 | $0.00 | -- |
| Exercise | Common Stock $.01 Par Value ND | 32,671 | $0.00 | -- |
| Tax Withholding | Common Stock $.01 Par Value ND | 12,857 | $33.93 | $436K |
| Grant/Award | Common Stock $.01 Par Value ND | 80,826 | $0.00 | -- |
| Tax Withholding | Common Stock $.01 Par Value ND | 31,806 | $33.93 | $1.08M |
| Grant/Award | Common Stock $.01 Par Value ND | 59,784 | $0.00 | -- |
| Tax Withholding | Common Stock $.01 Par Value ND | 23,526 | $33.93 | $798K |
| holding | Common Stock $.01 Par Value ND | -- | -- | -- |
Footnotes (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. 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. 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. 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.
