MGM insider Hornbuckle granted 147,406 RSUs, reports small sale

Rhea-AI Filing Summary

Insider transactions by William Hornbuckle, CEO and President of MGM Resorts International (MGM) show a mix of equity awards and a small sale. On 10/06/2025 he was granted 147,406 restricted stock units (RSUs) under the 2022 Omnibus Incentive Plan, each representing one share and vesting in three equal annual installments beginning on the first anniversary. On 10/07/2025 he received or converted 32,441 shares and separately sold 12,766 shares at $33.12 per share. After these reported transactions, his direct beneficial ownership in common stock is shown as 596,298 shares, with an additional 172,781 shares held indirectly in trust.

Positive

• Large RSU grant of 147,406 aligns CEO compensation with long-term shareholder value
• Majority of new equity is deferred (RSUs) with vesting through 10/06/2028, indicating retention focus

Negative

• Reported sale of 12,766 shares at $33.12 slightly increases near-term free float
• Potential dilution from 147,406 RSUs upon vesting if shares are issued rather than settled in cash

Insights

Corporate Governance Analyst

TL;DR: CEO received a large RSU grant and made a modest sale of shares.

The CEO was granted 147,406 RSUs on 10/06/2025, which convert to one share each upon vesting and vest in three equal annual installments starting on 10/06/2026. Such grants are commonly used for long-term retention and align executive compensation with shareholder value.

The reporting also shows a sale of 12,766 shares at $33.12 on 10/07/2025 and the addition/conversion of 32,441 shares the same period. Monitor vesting dates through 10/06/2028 for potential future share issuance and any scheduled sales.

Equity Markets Specialist

TL;DR: Transactions slightly change insider's direct float but are not an obvious market-moving event.

The reported sale of 12,766 shares versus grants/conversions totaling 179,847 RSU-related shares increases potential long-term supply but the sale size is small relative to total beneficial ownership of 596,298 direct shares. The filed Form 4 shows all prices where applicable ($33.12 for the sale).

Investors may note the timeline: new RSUs vest in equal installments through 10/06/2028, which could result in future share issuances; short-term market impact from these entries is likely limited absent other material disclosures.

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^*

HORNBUCKLE WILLIAM

(Last) (First) (Middle)

3600 LAS VEGAS BLVD., S.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO AND PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2025

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	10/07/2025		M		32,441	A	$0	609,064	D
Common Stock $.01 Par Value ND	10/07/2025		F		12,766	D	$33.12	596,298	D
Common Stock $.01 Par Value ND								172,781	I	In trust

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)	10/06/2025		A		147,406		10/06/2026	10/06/2028	Common Stock $.01 Par Value ND	147,406	$0	147,406	D
Restricted Stock Units	(1)	10/07/2025		M			32,441	10/07/2025	10/07/2027	Common Stock $.01 Par Value ND	32,441	$0	64,883	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. The RSUs vest in three equal annual installments commencing on the first anniversary of the grant date.

	/s/ Jessica Cunningham, Attorney-In-Fact	10/08/2025
	** 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 MGM CEO William Hornbuckle report on Form 4 (MGM)?

He reported a grant of 147,406 RSUs on 10/06/2025, receipt/conversion of 32,441 shares on 10/07/2025, and a sale of 12,766 shares at $33.12 on 10/07/2025.

How do the RSUs granted to Hornbuckle vest?

The 147,406 RSUs vest in three equal annual installments beginning on 10/06/2026, with final vesting on 10/06/2028.

What is Hornbuckle’s beneficial ownership after these transactions?

Following the reported transactions, direct beneficial ownership is shown as 596,298 shares and indirect ownership in trust is 172,781 shares.

Was the sale price disclosed for the shares sold?

Yes; the sale of 12,766 shares was reported at $33.12 per share.

Do the RSUs represent immediate shares?

No; each RSU represents the right to receive one share following vesting, not an immediate grant of common stock.