MGM Resorts CFO exercises RSUs, withholds shares for tax

Halkyard Jonathan S reported disposition transactions in this Form 4 filing.

Rhea-AI Filing Summary

Halkyard Jonathan S reported disposition transactions in this Form 4 filing.

MGM Resorts International reports that Chief Financial Officer Jonathan S. Halkyard exercised 7,475 Restricted Stock Units into the same number of common shares on October 2, 2025. To satisfy tax obligations, 2,942 shares were delivered at $34.75 per share. Following these transactions, he directly holds 80,181 common shares.

Insights

Compensation & Equity Expert

RSU vesting increases long-term alignment; a small open-market sale trimmed holdings.

The 7,475 RSU grant represents compensation delivered as restricted stock units that vest over four years, which typically aligns executive pay with shareholder value by converting to one share per vested unit. The grant price is shown as $0, consistent with equity awards rather than cash purchase.

The 2,942-share disposition at $34.75 appears to be an open-market sale or similar disposition reducing immediate stock exposure; this modest sale lowered beneficial ownership to 80,181 shares. Watch annual vesting milestones over the next 3 years for incremental share delivery and potential tax-related sales.

Corporate Governance Analyst

Transactions are routine disclosure of compensation vesting and a small sale; materiality is low.

The filing follows Section 16 reporting rules showing both an equity award and a separate sale. The RSU terms note four equal annual vesting installments starting on the first anniversary, defining the schedule by which additional shares will become reportable and owned.

Because the post-transaction share total remains around 80k shares, the changes are unlikely to be material to ownership control. Investors may monitor future filings around each vesting date for further disposals or accumulations within the next 3 years.

Insider Trade Summary

7,475 shares exercised/converted

Exercise 3 txns

Insider Halkyard Jonathan S

Role CHIEF FINANCIAL OFFICER

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	7,475	$0.00	$0.00
Exercise	Common Stock $.01 Par Value ND	7,475	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock $.01 Par Value ND	2,942	$34.75	$102K

Holdings After Transaction: Restricted Stock Units — 14,950 contracts (Direct); Common Stock $.01 Par Value ND — 80,181 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

RSUs exercised: 7,475 shares Shares withheld for taxes: 2,942 shares Tax withholding price: $34.75 per share +1 more

4 metrics

RSUs exercised 7,475 shares Restricted Stock Units converted to common stock on 2025-10-02

Shares withheld for taxes 2,942 shares Common stock delivered to satisfy tax liability

Tax withholding price $34.75 per share Per-share value used for tax-withholding disposition

Post-transaction common shares 80,181 shares Direct common stock holding after reported transactions

Key Terms

Restricted Stock Units, Omnibus Incentive Plan, tax-withholding disposition

3 terms

Restricted Stock Units financial

"Restricted Stock Units ("RSUs") granted under the MGM Resorts International"

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.

Omnibus Incentive Plan financial

"granted under the MGM Resorts International ("Company") 2022 Omnibus Incentive Plan"

An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

FAQ

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

Jonathan Halkyard exercised 7,475 Restricted Stock Units into common stock and delivered 2,942 shares at $34.75 per share to cover tax obligations, ending with 80,181 directly held common shares.

How many RSUs did the MGM (MGM) CFO convert to common stock?

The CFO exercised 7,475 Restricted Stock Units, resulting in the issuance of 7,475 shares of MGM Resorts International common stock on October 2, 2025, as part of equity compensation under the company’s 2022 Omnibus Incentive Plan.

What tax-related share withholding is disclosed for MGM (MGM) CFO?

To pay tax liabilities, 2,942 shares of MGM common stock were delivered at $34.75 per share. This transaction is classified as a tax-withholding disposition rather than an open-market sale of shares.

What is the MGM (MGM) CFO’s direct common stock holding after these transactions?

After the RSU exercise and tax withholding, Jonathan Halkyard directly holds 80,181 shares of MGM Resorts International common stock, according to the reported post-transaction canonical holding data in the filing.

How do MGM (MGM) Restricted Stock Units work in this filing?

Each Restricted Stock Unit (RSU) represents the right to receive one MGM common share after vesting. The footnote states RSUs vest in four equal annual installments starting on the first anniversary of the grant date.

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

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Accepted by SEC EDGAR 10/06/2025 - 07:05 PM Learn about SEC filing dates

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
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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)
10/02/2025

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	10/02/2025		M		7,475	A	$0	83,123	D
Common Stock $.01 Par Value ND	10/02/2025		F		2,942	D	$34.75	80,181	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)	10/02/2025		M			7,475	10/02/2024	10/02/2027	Common Stock $.01 Par Value ND	7,475	$0	14,950	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, 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-Fact	10/06/2025
	** 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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