[Form 4] MGM Resorts International Insider Trading Activity

Rhea-AI Filing Summary

Insider transactions by Corey I. Sanders, MGM Resorts (MGM). The Chief Operating Officer had multiple equity events on 10/03/2025 and 10/04/2025, including the vesting of performance share units (PSUs) and restricted stock units (RSUs), and open-market disposals. A total of 30,310 and 22,419 shares were issued on vesting from two PSU tranches, and 12,252 and 8,843 RSUs vested and converted to shares. Several disposals occurred at $33.93 per share, reducing direct holdings. After these reported transactions, the reporting person directly held 54,500 shares and indirectly held 281,530 shares through a CIS Trust. The PSU payouts were calculated against a $41.83 target price and one tranche used three-year relative TSR versus the S&P 500.

Positive

• Receipt of shares from PSUs and RSUs converted compensation into equity (30,310 + 22,419 from PSUs; 12,252 + 8,843 RSUs vested)
• Substantial indirect holding via CIS Trust of 281,530 shares indicates continued alignment with shareholders

Negative

• Market disposals at $33.93 per share reduced direct holdings across multiple transactions
• PSU payout below maximum (0.8628210 shares per PSU vs up to 1.6), indicating performance did not reach the highest payout tier

Insights

Compensation Analyst

Vesting converted performance and restricted awards into shares, partially sold at market.

The officer received stock from the vesting of PSUs and RSUs granted on 10/03/2022, with PSU payouts set by performance and relative TSR. One PSU tranche paid 0.8628210 shares per unit based on the ending average price versus a $41.83 target.

Some shares were sold at $33.93, which is the concrete cash realization disclosed; monitor future periodic filings for any ongoing sales or additional vesting dates through 10/03/2026.

Corporate Governance Analyst

Insider activity shows standard executive compensation realization and partial disposition.

The transactions combine automatic vesting mechanics (time- and performance-based) with open-market disposals, leaving the officer with 54,500 direct shares and an indirect position of 281,530 shares via a CIS Trust. The mix of vested RSUs, vested PSUs, and disposals is typical for senior executives monetizing awarded equity.

Key dates to note are the original grant 10/03/2022 and vesting windows through 10/03/2026; future Form 4s will disclose any further sales or transfers.

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^*

SANDERS COREY IAN

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF OPERATING OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2025

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	10/03/2025		M		12,252	A	$0	18,499	D
Common Stock $.01 Par Value ND	10/03/2025		F		4,822	D	$33.93	13,677	D
Common Stock $.01 Par Value ND	10/03/2025		A		30,310(1)	A	$0	43,987	D
Common Stock $.01 Par Value ND	10/03/2025		F		11,927	D	$33.93	32,060	D
Common Stock $.01 Par Value ND	10/03/2025		A		22,419(2)	A	$0	54,479	D
Common Stock $.01 Par Value ND	10/03/2025		F		8,822	D	$33.93	45,657	D
Common Stock $.01 Par Value ND	10/04/2025		M		8,843	A	$0	54,500	D
Common Stock $.01 Par Value ND	10/04/2025		F		3,480	D	$33.93	51,020	D
Common Stock $.01 Par Value ND								281,530	I	By CIS 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	(3)	10/03/2025		M			12,252	10/03/2023	10/03/2026	Common Stock $.01 Par Value ND	12,252	$0	12,251	D
Restricted Stock Units	(4)	10/04/2025		M			8,843	10/04/2022	10/04/2025	Common Stock $.01 Par Value ND	8,843	$0	0	D

Explanation of Responses:

1. Represents the vesting of 35,129.42456 performance share units (PSUs) granted on October 3, 2022, under the MGM Resorts International (Company) 2022 Omnibus Incentive Plan (Plan). Each PSU represented the right to receive between 0 and 1.6 shares of Company common stock depending upon the performance of the common stock from the grant date to the date that was three years after the grant date (Vesting Date), relative to a target price of $41.83 (Target Price). The Target Price is equal to 125% of the average closing price of Company common stock over the 60-calendar day period ending on the grant date. The number of shares issued per PSU, 0.8628210 shares, was calculated by dividing the ending average stock price by the Target Price. For this purpose, the ending average stock price is the average closing price of Company common stock over the 60-day period ending on the Vesting Date, as adjusted to include dividends paid during the term of the PSU.

2. Represents the vesting of 33,018.279 PSUs granted on October 3, 2022, under the Plan. The number of shares awarded at the end of the performance period was based upon the Company's three-year total shareholder return (TSR) compared to the TSRs of the constituents of the S&P 500 Index.

3. 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.

4. RSUs granted under the Plan. Each RSU represents the right to receive, following vesting, one share of Company common stock. The RSUs will vest in four equal annual installments commencing on the first anniversary of the grant date.

	/s/ Jessica Cunningham, Attorney-In-Fact	10/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did MGM (MGM) report for Corey I. Sanders on 10/03–10/04/2025?

Corey I. Sanders reported vesting of PSUs and RSUs and several open-market disposals. Vested shares were issued and some were sold at $33.93 per share.

How many shares does Corey I. Sanders directly and indirectly hold after these transactions?

After the reported transactions, the reporting person directly held 54,500 shares and indirectly held 281,530 shares through a CIS Trust.

How were the PSU payouts determined for the vested PSUs?

One PSU tranche paid based on the ending average stock price relative to a $41.83 target (125% of the 60‑day average on grant); the other tranche was based on three‑year TSR vs the S&P 500.

What price were the disposals executed at?

Disposals reported in the Form 4 show sales at $33.93 per share.

When do the vested RSUs and PSUs fully convert or expire?

One RSU tranche had an exercisable/vesting schedule through 10/04/2025 and a PSU vesting reference through 10/03/2026 for certain awards.