MGM Resorts director receives new stock unit awards

MGM Resorts International director Keith A. Meister reported equity compensation and related conversions, with no open-market trades.

Rhea-AI Filing Summary

MGM Resorts International director Keith A. Meister reported equity compensation and related conversions, with no open-market trades. On May 7, 2026, he received a grant of 6,298 Restricted Stock Units (RSUs) under the company’s 2022 Omnibus Incentive Plan, each RSU representing one future share of common stock after vesting. These RSUs vest on the earlier of May 7, 2027 or the company’s next annual stockholder meeting, subject to plan terms.

On May 6, 2026, he exercised 6,675 RSUs, converting them into an equal number of Deferred Stock Units (DSUs) under the Deferred Compensation Plan for Non-Employee Directors. Following these transactions, he directly holds 6,298 RSUs and 69,641.4963 DSUs, which are economically equivalent to the same number of common shares and become payable when his board service ends.

Insider Trade Summary

13,350 shares exercised/converted

Exercise 3 txns

Insider Meister Keith A.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	6,298	$0.00	$0.00
Exercise	Restricted Stock Units	6,675	$0.00	$0.00
Exercise	Deferred Stock Units	6,675	$0.00	$0.00

Holdings After Transaction: Deferred Stock Units — 69,641.4963 contracts (Direct); Restricted Stock Units — 6,298 contracts (Direct)

Footnotes (4)

1. F1. 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. F2. The RSUs vested on May 6, 2026, pursuant to the terms of the Plan and applicable award agreement.
3. F3. 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. F4. 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.

Key Figures

RSU grant size: 6,298 RSUs RSUs converted to DSUs: 6,675 units DSU holdings after transaction: 69,641.4963 DSUs +2 more

5 metrics

RSU grant size 6,298 RSUs Grant on May 7, 2026 under 2022 Omnibus Incentive Plan

RSUs converted to DSUs 6,675 units RSUs exercised and converted on May 6, 2026

DSU holdings after transaction 69,641.4963 DSUs Deferred Stock Units directly held after May 6, 2026

Total derivative exercises 13,350 units Aggregate RSUs exercised in derivative transactions reported

RSU vesting date May 7, 2027 Latest possible vesting date for 6,298 new RSUs

Key Terms

Restricted Stock Units, Deferred Stock Units, Deferred Compensation Plan for Non-Employee Directors, 2022 Omnibus Incentive Plan

4 terms

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"

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.

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"

2022 Omnibus Incentive Plan financial

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

FAQ

What did Keith A. Meister report in this MGM (MGM) Form 4 filing?

Keith A. Meister reported equity compensation-related activity, including a grant of 6,298 Restricted Stock Units and the exercise of 6,675 RSUs into Deferred Stock Units. The filing shows no open-market share purchases or sales, only board compensation and deferral elections.

How many Restricted Stock Units did Keith A. Meister receive from MGM (MGM)?

He received a grant of 6,298 Restricted Stock Units (RSUs) on May 7, 2026. Each RSU represents the right to receive one share of MGM Resorts International common stock after vesting, under the company’s 2022 Omnibus Incentive Plan and the applicable award agreement.

When do Keith A. Meister’s newly granted MGM (MGM) RSUs vest?

The new 6,298 RSUs will vest on the earlier of May 7, 2027 or the date of MGM Resorts International’s next annual meeting of stockholders. Vesting remains subject to the terms of the 2022 Omnibus Incentive Plan and the related award agreement.

What happened to the 6,675 MGM (MGM) RSUs exercised by Keith A. Meister?

On May 6, 2026, he exercised 6,675 RSUs, converting them into 6,675 Deferred Stock Units (DSUs). Each DSU is economically equivalent to one share of MGM common stock and becomes payable when he terminates service as a non-employee director.

How many MGM (MGM) Deferred Stock Units does Keith A. Meister hold after these transactions?

Following the May 6, 2026 conversion, he directly holds 69,641.4963 Deferred Stock Units. These DSUs track the value of MGM Resorts International common stock and are payable in connection with his eventual termination of service as a director, under the deferred compensation plan.

Did Keith A. Meister buy or sell MGM (MGM) shares on the open market in this Form 4?

No, the Form 4 shows no open-market purchases or sales. All reported activity involves RSU grants and the conversion of RSUs into DSUs under MGM Resorts International’s compensation and deferred compensation plans for non-employee directors.

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Accepted by SEC EDGAR 05/08/2026 - 06:51 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
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^*

Meister Keith A.

(Last) (First) (Middle)

C/O CORVEX MANAGEMENT LP 667 MADISON AVE

(Street)

NEW YORK NEW YORK 10065

(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)

X	Director		10% 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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price

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)	05/06/2026		M			6,675	(2)	(2)	Common Stock $.01 Par Value ND	6,675	$0	0	D
Deferred Stock Units	(3)	05/06/2026		M		6,675		(3)	(3)	Common Stock $.01 Par Value ND	6,675	$0	69,641.4963	D
Restricted Stock Units	(1)	05/07/2026		A		6,298		(4)	(4)	Common Stock $.01 Par Value ND	6,298	$0	6,298	D

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, Attorney-In-Fact	05/08/2026
	** 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.
* Form 4: SEC 1474 (03-26)