Gary M. Fritz - Dec 1, 2024 Form 4 Insider Report for MGM Resorts International (MGM)

Role: President, Interactive
Signature: /s/ Jessica Cunningham, Attorney-In-Fact
Stock symbol: MGM
Transactions as of: Dec 1, 2024
Transactions value $: -$566,627
Form type: 4
Date filed: 12/3/2024, 07:17 PM
Previous filing: Oct 8, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MGM	Common Stock $.01 Par Value ND	Options Exercise	$0	+15K	+34.01%	$0.00	59.1K	Dec 1, 2024	Direct
transaction	MGM	Common Stock $.01 Par Value ND	Tax liability	-$230K	-5.99K	-10.14%	$38.34	53.1K	Dec 1, 2024	Direct
transaction	MGM	Common Stock $.01 Par Value ND	Award	$0	+22K	+41.42%	$0.00	75.1K	Dec 1, 2024	Direct	F1
transaction	MGM	Common Stock $.01 Par Value ND	Tax liability	-$337K	-8.79K	-11.7%	$38.34	66.3K	Dec 1, 2024	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	MGM	Restricted Stock Units	Options Exercise	$0	-15K	-50%	$0.00	15K	Dec 1, 2024	Common Stock $.01 Par Value ND	15K		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents the vesting of 32,511.29826 performance share units (PSUs) granted on 12/1/2021, under the MGM Resorts International (Company) Amended and Restated 2005 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 $57.38 (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, 0.67686 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.
F2	Restricted Stock Units (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. Any fractional shares are paid in cash upon settlement.

Content

Represents the vesting of 32,511.29826 performance share units (PSUs) granted on 12/1/2021, under the MGM Resorts International (Company) Amended and Restated 2005 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 $57.38 (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, 0.67686 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.

Restricted Stock Units (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. Any fractional shares are paid in cash upon settlement.