Barr Keith 4

What Happened

• Keith Barr, a director of MGM Resorts International (MGM), had 6,675 restricted stock units (RSUs) vest on May 6, 2026. The filing shows a conversion/exercise (code M) of 6,675 derivative units into shares at $0.00 and a simultaneous disposition of 6,675 shares at $0.00 (typical when shares are issued and immediately withheld to cover taxes).
• The filing also reports a new grant (code A) of 6,298 RSUs on May 7, 2026, recorded as acquired derivative units at $0.00. These are awards that will convert to shares only if/when they vest.

Key Details

• Transaction dates and codes: May 6, 2026 — M (exercise/conversion) 6,675 shares acquired and 6,675 shares disposed, $0.00 price; May 7, 2026 — A (grant) 6,298 RSUs acquired, $0.00 price.
• The RSUs that vested on May 6 were granted under MGM’s 2022 Omnibus Incentive Plan and vested per the award agreement (footnotes F1, F2).
• The May 7 grant consists of RSUs that will vest on the earlier of May 7, 2027 or the next annual meeting, subject to plan terms (footnote F4).
• The filing was submitted on May 8, 2026 for transactions on May 6–7, 2026; this appears to be a timely Section 16 filing.
• Shares owned after the transactions are not specified in the excerpt provided—refer to the full Form 4 for total beneficial ownership and any DSU balances (footnote F3 describes Deferred Stock Units for non‑employee directors).

Context

• Acquisitions listed at $0.00 are common with RSU activity: RSUs convert into shares upon vesting (an acquisition), and some of those shares are often withheld to satisfy tax withholding obligations (a simultaneous disposition), resulting in no net cash purchase.
• These transactions are awards/settlements of equity compensation rather than open-market purchases or sales; they do not by themselves indicate a director buying or selling stock for investment.