Keith Meister Reports 242K MGM Share Sale; Holds 5.39M Indirectly

Rhea-AI Filing Summary

Keith A. Meister, reporting as a director affiliated with Corvex Management LP, reported the sale of 242,000 shares of MGM Resorts International on 09/11/2025 at a weighted-average price of $35.42 per share (sales ranged from $35.34 to $35.61). After the sale, the filing shows beneficial ownership of 5,385,478 shares held indirectly for accounts of private investment funds advised by Corvex. The filing disclaims that the reporting person directly beneficially owns these shares except to the extent of his pecuniary interest, and offers to provide details on the number of shares sold at each price upon request.

Insights

Securities Analyst

TL;DR: Director sold a sizable block of MGM shares; remains an indirect holder via Corvex-advised funds.

The Form 4 reports a single-day disposition of 242,000 common shares at a weighted-average price of $35.42. The reporter remains an indirect beneficial holder of 5,385,478 shares through Corvex-managed funds, and the filing includes standard disclaimers of direct beneficial ownership. For investors, the filing provides clear transactional detail and confirms the shares are held in advisor-managed accounts rather than directly by the director.

Corporate Governance Expert

TL;DR: Timely disclosure of insider sale with explanatory footnotes; ownership is indirect via adviser-controlled funds.

The report includes explanatory footnotes clarifying that the shares are held for private investment funds advised by Corvex and that the reporting person controls the general partner. The filing follows Section 16 disclosure requirements and offers to supply breakdowns of sale prices within the reported range, which supports regulatory transparency. No amendments or additional transactions are indicated.

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

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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^*

Meister Keith A.

(Last) (First) (Middle)

C/O CORVEX MANAGEMENT LP

667 MADISON AVENUE

(Street)

NEW YORK NY 10065

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025

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	09/11/2025		S		242,000	D	$35.42(1)	5,385,478	I	See Footnotes(2)(3)

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

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.34 to $35.61, inclusive. The Reporting Person undertakes to provide to MGM Resorts International (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2. These securities are held for the accounts of certain private investment funds for which Corvex Management LP ("Corvex") acts as investment adviser, including Corvex Master Fund LP, Corvex Select Equity Master Fund LP and Corvex-E LP. The general partner of Corvex is controlled by the Reporting Person.

3. For purposes of Section 16 of the Securities Exchange Act of 1934, the Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

	Name: /s/ Keith Meister	09/11/2025
	** 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.
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FAQ

What did Keith A. Meister report on Form 4 for MGM (MGM)?

The Form 4 reports a sale of 242,000 shares of MGM on 09/11/2025 at a weighted-average price of $35.42 and shows 5,385,478 shares beneficially owned indirectly after the sale.

At what price were the MGM shares sold according to the filing?

The filing lists a weighted-average sale price of $35.42 and states individual sale prices ranged from $35.34 to $35.61.

Why does the filing list indirect ownership for the reported MGM shares?

Footnotes state the shares are held for accounts of private investment funds for which Corvex Management LP advises, and the general partner of Corvex is controlled by the reporting person.

Does the reporting person claim direct ownership of the MGM shares?

No. The reporting person disclaims beneficial ownership for purposes of Section 16 except to the extent of his pecuniary interest, per the Form 4 footnotes.

Did the Form 4 indicate multiple reporting persons filed this report?

No. The form indicates it was filed by a single reporting person.