Jonathan Halkyard reports 7,475 RSUs vesting; 2,942 shares sold

Rhea-AI Filing Summary

Jonathan S. Halkyard, Chief Financial Officer of MGM Resorts International (MGM), reported changes in his beneficial ownership on 10/02/2025. He acquired 7,475 restricted stock units (RSUs) under the companys 2022 Omnibus Incentive Plan that vest in four equal annual installments beginning one year after grant. Those RSUs convert to shares at no cash price on vesting. Separately, he disposed of 2,942 shares at $34.75 each. After these transactions his reported beneficial ownership moved from 83,123 shares to 80,181 shares.

Positive

• 7,475 RSUs granted that vest over four years, aligning executive pay with shareholders
• Maintains substantial ownership with 80,181 shares after transactions

Negative

• 2,942 shares sold at $34.75, modestly reducing immediate insider holdings

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.

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)
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.
* 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.

FAQ

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

He acquired 7,475 RSUs and disposed of 2,942 shares, with post-transaction beneficial ownership of 80,181 shares.

What are the RSU vesting terms reported for the 7,475 units?

The RSUs vest in four equal annual installments beginning on the first anniversary of the grant date.

At what price were the sold shares transacted?

2,942 shares were disposed of at $34.75 per share.

How do these transactions change Halkyards ownership?

Reported beneficial ownership moved from 83,123 shares to 80,181 shares after the transactions.

Do the RSUs require purchase to convert to common shares?

No. The RSUs are shown with a $0 price and convert to one share per vested RSU upon vesting.