=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-10-02
10b5-1 Pre-arranged Plan: No
--- Issuer ---
Name: MGM Resorts International (MGM)
CIK: 0000789570
--- Reporting Owner ---
Name: McManus John
CIK: 0001440053
Role: Officer (CHIEF LEGAL ADMIN OFC AND SECY)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Common Stock $.01 Par Value ND
Date: 2026-10-02 | Code: M (Exercise of derivative)
Shares: +6,116 | Price: $0.00
Shares Owned After: 71,801 | Ownership: D (Direct)
[Transaction #2]
Security: Common Stock $.01 Par Value ND
Date: 2026-10-02 | Code: F (Payment of exercise/tax)
Shares: -2,407 | Price: $30.48
Total Value: $73,365.36
Shares Owned After: 69,394 | Ownership: D (Direct)
[Transaction #3]
Security: Common Stock $.01 Par Value ND
Date: 2026-10-02 | Code: M (Exercise of derivative)
Shares: +15,228 | Price: $0.00
Shares Owned After: 84,622 | Ownership: D (Direct)
Footnotes:
[F1] Represents the vesting of 19,842 performance share units (PSUs) granted on October 2, 2023, 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 $52.44 (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, 0.767495 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.
[Transaction #4]
Security: Common Stock $.01 Par Value ND
Date: 2026-10-02 | Code: F (Payment of exercise/tax)
Shares: -5,993 | Price: $30.48
Total Value: $182,666.64
Shares Owned After: 78,629 | Ownership: D (Direct)
[Transaction #5]
Security: Common Stock $.01 Par Value ND
Date: 2026-10-03 | Code: M (Exercise of derivative)
Shares: +7,351 | Price: $0.00
Shares Owned After: 85,980 | Ownership: D (Direct)
[Transaction #6]
Security: Common Stock $.01 Par Value ND
Date: 2026-10-03 | Code: F (Payment of exercise/tax)
Shares: -2,893 | Price: $30.48
Total Value: $88,178.64
Shares Owned After: 83,087 | Ownership: D (Direct)
--- Derivative Transactions ---
[Transaction #1]
Security: Restricted Stock Units
Date: 2026-10-02 | Code: M (Exercise of derivative)
Shares: -6,116 | Price: $0.00
Exercisable: N/A | Expires: 2027-10-02
Shares Owned After: 6,116 | Ownership: D (Direct)
Footnotes:
[F2] 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.
[Transaction #2]
Security: Performance Share Units
Date: 2026-10-02 | Code: M (Exercise of derivative)
Shares: -15,228 | Price: $0.00
Exercisable: N/A | Expires: 2026-10-02
Shares Owned After: 0 | Ownership: D (Direct)
Footnotes:
[F3] PSUs granted under the Plan. Each PSU represents 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 is three years after the grant date, relative to a target price of $52.44.
[F1] Represents the vesting of 19,842 performance share units (PSUs) granted on October 2, 2023, 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 $52.44 (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, 0.767495 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.
[Transaction #3]
Security: Restricted Stock Units
Date: 2026-10-03 | Code: M (Exercise of derivative)
Shares: -7,351 | Price: $0.00
Exercisable: N/A | Expires: 2026-10-03
Shares Owned After: 0 | Ownership: D (Direct)
Footnotes:
[F4] RSUs granted under the 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.
--- Footnotes (Complete Index) ---
F1: Represents the vesting of 19,842 performance share units (PSUs) granted on October 2, 2023, 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 $52.44 (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, 0.767495 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.
F2: 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.
F3: PSUs granted under the Plan. Each PSU represents 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 is three years after the grant date, relative to a target price of $52.44.
F4: RSUs granted under the 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.
--- Signature ---
/s/ /s/ Jessica Cunningham, Attorney-In-Fact (2026-10-06)
