MGM (MGM) officer receives 10,193 RSUs and sells 4,071 shares

Rhea-AI Filing Summary

Insider transactions by MGM Resorts International officer Gary M. Fritz show a grant of 10,193 restricted stock units (RSUs) and a contemporaneous disposition of 4,071 common shares. The RSUs were granted under the 2022 Omnibus Incentive Plan and vest in four equal annual installments beginning on the first anniversary of the grant, meaning roughly 25% vests each year. The sale of 4,071 shares occurred at a reported price of $34.75 per share, leaving the reporting person with 75,295 shares after the transactions. The filing is signed by an attorney-in-fact on 10/06/2025.

Positive

• 10,193 RSUs granted under the 2022 Omnibus Incentive Plan with four-year vesting
• RSU vesting schedule (four equal annual installments) supports retention through multiple years

Negative

• 4,071 shares sold at $34.75, reducing direct ownership to 75,295 shares
• Potential dilution as RSUs convert to common shares on vesting

Insights

Corporate Governance Analyst

Grant aligns executive pay with long-term shareholder value while a small sale reduces holdings.

The 10,193 RSU award vests over four years, which creates a multi-year retention incentive tied to share performance and may align the officer's interests with longer-term shareholders. Because each RSU converts to one share on vesting, the award increases future dilution only when shares are issued at vesting.

Risks include the normal retention-expectation trade-off: the award ties compensation to equity performance and depends on continued service through the vesting schedule; monitor annual vesting tranches over the next 4 years for realized impact on ownership and potential dilution.

Insider Trading / Market Impact Specialist

Small open-market sale creates modest immediate liquidity without indicating major reallocation.

The disposition of 4,071 shares at $34.75 reduces direct holdings to 75,295 shares; the size is small relative to large-cap float and is unlikely to be market-moving. The sale is reported under code F, indicating an open-market or similar sale.

Watch for any future patterned sales or accelerated vesting events within the next 12 months that could change the liquidity signal; isolated sales concurrent with RSU grants are common for tax-liquidity planning.

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^*

Fritz Gary M

(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)
	President, Interactive

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		10,193	A	$0	79,366	D
Common Stock $.01 Par Value ND	10/02/2025		F		4,071	D	$34.75	75,295	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			10,193	10/02/2024	10/02/2027	Common Stock $.01 Par Value ND	10,193	$0	20,386	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 insider activity did MGM (MGM) report on the Form 4?

The filing shows a grant of 10,193 RSUs and a sale of 4,071 shares at $34.75 per share.

How do the RSUs granted to the MGM officer vest?

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

How many MGM shares does the reporting person own after the transactions?

The reporting person's beneficial ownership following the transactions is reported as 75,295 shares.

What does the sale code 'F' indicate on this Form 4?

Code F indicates a sale of securities (commonly an open-market sale) at the reported price of $34.75 per share.

When was the Form 4 signed and filed?

The Form 4 is signed by an attorney-in-fact on 10/06/2025 and lists the earliest transaction date as 10/02/2025.