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MGM (NYSE: MGM) director gets 6,298 RSUs, converts units to stock

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

MGM Resorts International director Winston Ben reported equity award activity and option-like conversions. On May 7, 2026, he received 6,298 Restricted Stock Units (RSUs) under the company’s 2022 Omnibus Incentive Plan, each convertible into one share of common stock after vesting.

The new RSUs will vest on the earlier of May 7, 2027 or the company’s next annual stockholder meeting, subject to plan and award terms. On May 6, 2026, Ben also exercised or converted previously granted RSUs and Deferred Stock Units into 10,012 shares of common stock at a stated price of $0.00 per share, leaving him with 12,877 common shares directly held and 4,389 Deferred Stock Units outstanding.

Positive

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Insider Winston Ben
Role null
Type Security Shares Price Value
Grant/Award Restricted Stock Units 6,298 $0.00 --
Exercise Restricted Stock Units 3,338 $0.00 --
Exercise Restricted Stock Units 3,337 $0.00 --
Exercise Deferred Stock Units 3,337 $0.00 --
Exercise Common Stock $.01 Par Value ND 3,338 $0.00 --
Holdings After Transaction: Restricted Stock Units — 6,298 shares (Direct, null); Deferred Stock Units — 4,389 shares (Direct, null); Common Stock $.01 Par Value ND — 12,877 shares (Direct, null)
Footnotes (1)
  1. Restricted Stock Units ("RSUs") granted under the MGM Resorts International ("Company") 2022 Omnibus Incentive Plan (the "Plan"). Each RSU represents the right to receive, following vesting, one share of Company common stock. The RSUs vested on May 6, 2026, pursuant to the terms of the Plan and applicable award agreement. Represents Deferred Stock Units ("DSUs") under the MGM Resorts International (the "Company") Deferred Compensation Plan for Non-Employee Directors. Each DSU is the economic equivalent of one share of Company common stock. The DSUs become payable upon the Reporting Person's termination of service as a Director. The RSUs will vest upon the earlier of (i) May 7, 2027 or (ii) the date of the Company's next annual meeting of stockholders, in each case subject to the terms of the Plan and applicable award agreement.
RSUs granted 6,298 units Restricted Stock Units granted on May 7, 2026 under 2022 Omnibus Incentive Plan
Units exercised/converted 10,012 units Total derivative exercises or conversions on May 6, 2026
Exercise/conversion price $0.00 per share Stated price for RSU and DSU conversions
Common shares held after 12,877 shares Direct MGM common stock holdings after May 6, 2026 transactions
Deferred Stock Units after 4,389 units Deferred Stock Units outstanding following conversions
New RSU vesting date May 7, 2027 RSUs vest earlier of May 7, 2027 or next annual meeting
Restricted Stock Units financial
"Restricted Stock Units ("RSUs") granted under the MGM Resorts International ("Company") 2022 Omnibus Incentive Plan"
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.
Deferred Stock Units financial
"Represents Deferred Stock Units ("DSUs") under the MGM Resorts International (the "Company") Deferred Compensation Plan for Non-Employee Directors."
Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.
2022 Omnibus Incentive Plan financial
"RSUs granted under the MGM Resorts International ("Company") 2022 Omnibus Incentive Plan (the "Plan")."
Deferred Compensation Plan for Non-Employee Directors financial
"Deferred Stock Units ("DSUs") under the MGM Resorts International (the "Company") Deferred Compensation Plan for Non-Employee Directors."
vest financial
"The RSUs vested on May 6, 2026, pursuant to the terms of the Plan and applicable award agreement."
A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Winston Ben
(Last)(First)(Middle)
3600 LAS VEGAS BLVD. SOUTH
(Street)
LAS VEGAS NEVADA 89109
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
MGM Resorts International [ MGM ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/06/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock $.01 Par Value ND05/06/2026M3,338A$012,877D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)05/06/2026M3,338 (2) (2)Common Stock $.01 Par Value ND3,338$03,337D
Restricted Stock Units(1)05/06/2026M3,337 (2) (2)Common Stock $.01 Par Value ND3,337$00D
Deferred Stock Units(3)05/06/2026M3,337 (3) (3)Common Stock $.01 Par Value ND3,337$04,389D
Restricted Stock Units(1)05/07/2026A6,298 (4) (4)Common Stock $.01 Par Value ND6,298$06,298D
Explanation of Responses:
1. Restricted Stock Units ("RSUs") granted under the MGM Resorts International ("Company") 2022 Omnibus Incentive Plan (the "Plan"). Each RSU represents the right to receive, following vesting, one share of Company common stock.
2. The RSUs vested on May 6, 2026, pursuant to the terms of the Plan and applicable award agreement.
3. Represents Deferred Stock Units ("DSUs") under the MGM Resorts International (the "Company") Deferred Compensation Plan for Non-Employee Directors. Each DSU is the economic equivalent of one share of Company common stock. The DSUs become payable upon the Reporting Person's termination of service as a Director.
4. The RSUs will vest upon the earlier of (i) May 7, 2027 or (ii) the date of the Company's next annual meeting of stockholders, in each case subject to the terms of the Plan and applicable award agreement.
/s/ Jessica Cunningham, By POA from Ben Winston05/08/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did MGM (MGM) director Winston Ben receive in this Form 4?

MGM director Winston Ben received a grant of 6,298 Restricted Stock Units. Each RSU represents one share of MGM common stock upon vesting under the 2022 Omnibus Incentive Plan, providing stock-based compensation rather than cash.

When do Winston Ben’s new MGM (MGM) RSUs vest according to the filing?

The new RSUs vest on the earlier of May 7, 2027 or the date of MGM’s next annual meeting. Vesting is also subject to the terms of the company’s 2022 Omnibus Incentive Plan and the applicable award agreement.

How many MGM (MGM) units did Winston Ben convert into common stock?

On May 6, 2026, Winston Ben exercised or converted a total of 10,012 units into MGM common stock. These transactions involved Restricted Stock Units and Deferred Stock Units with a stated exercise or conversion price of $0.00 per unit.

How many MGM (MGM) common shares does Winston Ben hold after these transactions?

Following the reported transactions, Winston Ben directly holds 12,877 shares of MGM common stock. This total reflects the additional shares received from exercising or converting equity units as disclosed in the Form 4 filing.

What are MGM (MGM) Deferred Stock Units mentioned in Winston Ben’s Form 4?

Deferred Stock Units are awards under MGM’s Deferred Compensation Plan for Non-Employee Directors. Each unit is economically equivalent to one MGM common share and becomes payable when the director’s service on the board ends, rather than immediately upon grant.

What is the exercise price for Winston Ben’s MGM (MGM) equity conversions?

The Form 4 shows an exercise or conversion price of $0.00 per share for the reported RSU and Deferred Stock Unit conversions. This reflects stock-based compensation rather than open-market purchases funded with cash.