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MGM (NYSE: MGM) CFO gets 6,083 shares, withholds some for taxes

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Form Type
4

Rhea-AI Filing Summary

MGM Resorts International chief financial officer Jonathan S. Halkyard reported equity award activity involving restricted stock units (RSUs). On February 23 and 24, RSUs granted under company incentive plans were converted into a total of 6,083 shares of common stock at no cash exercise price. To cover tax obligations on these vestings, a total of 1,776 shares of common stock were withheld and disposed of at prices of $34.25 and $35.05 per share. After these transactions, Halkyard directly held 118,797 shares of MGM common stock.

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Insider Halkyard Jonathan S
Role CHIEF FINANCIAL OFFICER
Type Security Shares Price Value
Exercise Restricted Stock Units 2,909 $0.00 --
Exercise Common Stock $.01 Par Value ND 2,909 $0.00 --
Tax Withholding Common Stock $.01 Par Value ND 1,077 $35.05 $38K
Exercise Restricted Stock Units 3,174 $0.00 --
Exercise Common Stock $.01 Par Value ND 3,174 $0.00 --
Tax Withholding Common Stock $.01 Par Value ND 699 $34.25 $24K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock $.01 Par Value ND — 119,874 shares (Direct)
Footnotes (1)
  1. Restricted Stock Units (RSUs) granted under the MGM Resorts International (Company) 2022 Omnibus Incentive Plan. Each RSU represents the right to receive one share of Company common stock. Any fractional shares are paid in cash upon settlement. The RSUs are fully vested. Delivery of shares is made in four equal annual installments commencing on the first anniversary of the grant date. RSUs granted under the MGM Resorts International Amended and Restated 2005 Omnibus Incentive Plan. Each RSU represents the right to receive one share of Common Stock.
Form 4 Insider Transactions: What Each Field Means →
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*
Halkyard Jonathan S
(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 FINANCIAL OFFICER
3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026
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 02/23/2026 M 3,174 A $0 117,664 D
Common Stock $.01 Par Value ND 02/23/2026 F 699 D $34.25 116,965 D
Common Stock $.01 Par Value ND 02/24/2026 M 2,909 A $0 119,874 D
Common Stock $.01 Par Value ND 02/24/2026 F 1,077 D $35.05 118,797 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) 02/23/2026 M 3,174 02/23/2024(2) 02/23/2027 Common Stock $.01 Par Value ND 3,174 $0 3,173 D
Restricted Stock Units (3) 02/24/2026 M 2,909 02/24/2023(2) 02/24/2026 Common Stock $.01 Par Value ND 2,909 $0 0 D
Explanation of Responses:
1. Restricted Stock Units (RSUs) granted under the MGM Resorts International (Company) 2022 Omnibus Incentive Plan. Each RSU represents the right to receive one share of Company common stock. Any fractional shares are paid in cash upon settlement.
2. The RSUs are fully vested. Delivery of shares is made in four equal annual installments commencing on the first anniversary of the grant date.
3. RSUs granted under the MGM Resorts International Amended and Restated 2005 Omnibus Incentive Plan. Each RSU represents the right to receive one share of Common Stock.
/s/ Jessica Cunningham, Attorney-In-Fact 02/25/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did MGM (MGM) CFO Jonathan Halkyard report in this Form 4?

MGM CFO Jonathan Halkyard reported RSU conversions into common stock and related tax-withholding share dispositions. He acquired 6,083 shares through RSU vesting and had 1,776 shares withheld to satisfy tax obligations tied to those equity awards.

How many MGM (MGM) shares did the CFO acquire through RSU vesting?

Jonathan Halkyard acquired 6,083 MGM common shares through the exercise and settlement of restricted stock units. These RSUs were granted under MGM’s omnibus incentive plans, with each RSU converting into one share of common stock upon settlement under the award terms.

How many MGM (MGM) shares were disposed of to cover taxes?

A total of 1,776 MGM shares were disposed of to cover taxes. This included 699 shares at $34.25 per share and 1,077 shares at $35.05 per share, reflecting tax-withholding transactions rather than open-market discretionary sales.

What is Jonathan Halkyard’s MGM (MGM) share ownership after these transactions?

After the reported transactions, Jonathan Halkyard directly owned 118,797 shares of MGM common stock. This figure reflects the RSU-related share acquisitions and the tax-withholding share dispositions reported across February 23 and February 24 transactions.

Were the MGM (MGM) transactions open-market buys or sells?

The transactions were not open-market buys or discretionary sells. Shares were acquired through RSU exercises at a zero exercise price, and shares were disposed of solely to cover tax liabilities associated with those equity award settlements.

Which incentive plans governed the MGM (MGM) RSU awards for the CFO?

The RSUs were granted under MGM Resorts International’s 2022 Omnibus Incentive Plan and its Amended and Restated 2005 Omnibus Incentive Plan. Each RSU entitles the holder to receive one share of MGM common stock upon settlement under plan terms.