MGM insider grants 1,154 Deferred Stock Units; ownership now 60,789 shares

Rhea-AI Filing Summary

Keith A. Meister, a director of MGM Resorts International (MGM), was granted 1,154.0681 Deferred Stock Units (DSUs) on 09/30/2025 under the company's Deferred Compensation Plan for Non‑Employee Directors. Each DSU equals one share of common stock and becomes payable when the director leaves service. The filing shows a grant price reference of $34.66 and reports total beneficial ownership of 60,789.5166 shares following the transaction. The Form 4 was signed by an attorney‑in‑fact on 10/02/2025. This report records a non‑derivative grant to a director rather than an open‑market purchase or sale, and the DSUs are intended as deferred compensation tied to future termination of service.

Positive

• 1,154.0681 DSUs granted aligns director incentives with shareholders
• Post‑transaction beneficial ownership disclosed as 60,789.5166 shares, increasing transparency

Negative

• None.

Insights

Corporate Governance Analyst

Director received deferred compensation of 1,154.0681 DSUs on 09/30/2025.

The grant represents non‑cash, deferred compensation awarded under MGM's plan for non‑employee directors. Because each DSU equals one share, the award increases the director's economic exposure to the company's stock by 1,154.0681 shares, with payment deferred until termination of service.

This is a routine governance practice for aligning director interests with shareholders and does not reflect a change in control or an open‑market transaction.

Insider Transactions Specialist

Transaction recorded as acquisition (Code V) for deferred stock units priced at $34.66.

The Form 4 lists the transaction code V, indicating conversion or exercise into shares or similar transaction type under reporting rules. The filing discloses a post‑transaction beneficial ownership of 60,789.5166 shares, which is the figure investors can use to track insider holdings.

Because the DSUs only pay out upon the director's departure, there is no immediate change to share count outstanding.

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).

1. Name and Address of Reporting Person^*

Meister Keith A.

(Last) (First) (Middle)

C/O CORVEX MANAGEMENT LP 667 MADISON AVE

(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)
09/30/2025

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

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
Deferred Stock Units	(1)	09/30/2025		A		1,154.0681		(1)	(1)	Common Stock $.01 Par Value ND	1,154.0681	$34.66	60,789.5166	D

Explanation of Responses:

1. 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.

	/s/ Jessica Cunningham, Attorney-In-Fact	10/02/2025
	** 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 Keith A. Meister report on Form 4 for MGM (MGM)?

The Form 4 reports a grant of 1,154.0681 Deferred Stock Units (DSUs) on 09/30/2025 under MGM's Deferred Compensation Plan for Non‑Employee Directors.

When do the DSUs become payable?

According to the filing, the DSUs become payable upon the reporting person's termination of service as a Director.

What price is shown for the DSUs in the Form 4?

The filing shows a reference price of $34.66 associated with the DSUs.

How many shares does the reporting person beneficially own after the transaction?

The Form 4 reports total beneficial ownership of 60,789.5166 shares following the DSU grant.

What is the transaction code used in this Form 4?

The Form 4 uses transaction code V, which is indicated in the derivative/non‑derivative sections for this entry.