MGM insider reports PSU vesting and partial sales at $33.93

Rhea-AI Filing Summary

MGM Resorts (MGM) insider Todd Meinert reported multiple equity transactions tied to vesting and sales on 10/03/2025 and 10/04/2025. Performance share units granted on 10/03/2022 vested, resulting in 5,309.36644 PSUs converting to 4,581 shares using a per‑PSU payout of 0.8628210 shares based on a target price of $41.83. In addition, 1,388 RSUs vested and 843 RSUs vested the next day; some vested shares were sold in multiple transactions at $33.93 per share. Following these transactions, the reporting person beneficially owned 24,532 shares (direct). The filings show standard grant vesting schedules and exercised/vested equity rather than open‑market purchases.

Positive

• Vesting of long‑term awards (5,309 PSUs and 2,231 RSUs) demonstrates retention incentives functioning as intended
• Transparent reporting with detailed PSU payout calculation and explicit vesting schedule

Negative

• Insider sales at $33.93 occurred below the PSU target price of $41.83, reducing insider shareholdings
• Net share count modestly reduced to 24,532 shares after partial sales, showing insider liquidity

Insights

Compensation & Equity Analyst

Vesting drove net share increases and partial sales at a sub‑target price.

The vesting of 5,309.36644 PSUs from 10/03/2022 produced 4,581 shares using a payout multiplier of 0.8628210, tied to a $41.83 target price and a 60‑day averaging method. Separate RSU tranches of 1,388 and 843 shares also vested on 10/03/2025 and 10/04/2025, consistent with multi‑year grant schedules.

Some vested shares were sold at $33.93, which is below the PSU Target Price, creating realized proceeds but reducing the insider's direct share count to 24,532 shares. Monitor next scheduled vesting/exercise dates and any subsequent open‑market activity for dilution or insider liquidity signals within the next 12 months.

Corporate Governance Specialist

Transactions align with routine executive compensation vesting and documented plan rules.

The activity is reported under the 2022 Omnibus Incentive Plan and follows stated vesting terms: PSUs with performance‑based payout and RSUs that vest in four equal annual installments. The form shows direct beneficial ownership and no indicated indirect holdings or special arrangements.

Key governance items to watch are any future grants or plan amendments and quarterly Form 4s showing additional sales; these filings typically signal scheduled liquidity events rather than ad hoc insider trading.

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^*

Meinert Todd

(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)
	SVP & Chief Accounting 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		1,388	A	$0	20,562	D
Common Stock $.01 Par Value ND	10/03/2025		F		338	D	$33.93	20,224	D
Common Stock $.01 Par Value ND	10/03/2025		A		4,581(1)	A	$0	24,805	D
Common Stock $.01 Par Value ND	10/03/2025		F		1,116	D	$33.93	23,689	D
Common Stock $.01 Par Value ND	10/04/2025		M		843	A	$0	24,532	D
Common Stock $.01 Par Value ND	10/04/2025		F		206	D	$33.93	24,326	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	(2)	10/03/2025		M			1,388	10/03/2023	10/03/2026	Common Stock $.01 Par Value ND	1,388	$0	1,389	D
Restricted Stock Units	(3)	10/04/2025		M			843	10/04/2022	10/04/2025	Common Stock $.01 Par Value ND	843	$0	0	D

Explanation of Responses:

1. Represents the vesting of 5,309.36644 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. 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.

3. 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.
* 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 the MGM MGM Form 4 filed by Todd Meinert report?

It reported the vesting of 5,309.36644 PSUs (paid out at 0.8628210 shares per PSU), vesting of 1,388 and 843 RSUs, and several sales at $33.93 per share on 10/03/2025–10/04/2025.

How many shares did the PSUs convert into and what was the target price?

The PSUs converted into 4,581 shares using a Target Price of $41.83, based on the plan formula comparing ending average price to the Target Price.

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

Following the reported vesting and sales, the reporting person beneficially owned 24,532 shares (direct ownership).

Were any shares sold and at what price?

Yes. The filing shows multiple dispositions at $33.93 per share on 10/03/2025 and 10/04/2025.

Are these transactions part of a 10b5‑1 plan or contract?

The Form 4 does not check a box indicating a 10b5‑1 trading plan; the reported codes reflect vesting and open sales rather than an explicitly stated plan.