SALEM PAUL J 4

4 · MGM Resorts International · Filed May 8, 2026

AI-generated summary of this filing

Updated May 8, 2026

MGM (MGM) Director Paul J. Salem Exercises Derivatives, Receives DSU Award

What Happened

Paul J. Salem, a non‑employee director of MGM Resorts International (MGM), had restricted stock units (RSUs) vest and convert into 6,675 shares on May 6, 2026 (exercise/conversion of derivative, code M). The same 6,675 shares are reported as disposed on May 6, 2026. On May 7, 2026 he was credited with 6,298 shares as a grant/award (code A) representing Deferred Stock Units (DSUs) under the company’s director deferred compensation plan. All reported per‑share prices are $0.00 (derivative awards/units), so total transaction dollar amounts are reported as $0.

Key Details

Transaction dates and codes:
- 2026-05-06: M — 6,675 shares exercised/converted (acquired) at $0.00 and 6,675 shares disposed at $0.00.
- 2026-05-07: A — 6,298 shares granted/acquired (DSUs) at $0.00.
Shares owned after the transactions: not specified in the provided excerpt of the filing.
Notable footnotes:
- F1: On May 5, 2026 the reporting person transferred 1,702,500 shares to a grantor retained annuity trust (GRAT) — an estate‑planning transfer.
- F2–F3: The RSUs were granted under the 2022 Omnibus Incentive Plan and vested on May 6, 2026.
- F4: The 6,298 units are Deferred Stock Units (DSUs) that become payable only upon the director’s termination of service.
- F5: Remaining RSUs (if any) have a future vesting schedule (earlier of May 7, 2027 or the next annual meeting).
Filing timeliness: Reported period 2026-05-06 and filed 2026-05-08 — appears to be filed on time under Form 4 reporting rules.

Context

The May 6 transactions reflect conversion of vested RSUs into shares and a same‑day disposition of those shares; this is a derivative vest/convert plus disposal rather than an open‑market purchase. The May 7 entry is a director deferred compensation grant (DSUs), which is not an immediate market purchase or sale — DSUs are paid out later and are commonly used for director compensation.
The large May 5 transfer to a GRAT is an estate‑planning move and does not necessarily signal buy/sell intentions regarding the company’s stock.

Form 4

Period: 2026-05-06

Director

Transactions

Exercise/Conversion
Restricted Stock Units
[F2][F3]
2026-05-06−6,675→ 0 total
→ Common Stock $.01 Par Value ND (6,675 underlying)
Exercise/Conversion
Deferred Stock Units
[F4]
2026-05-06+6,675→ 124,876.942 total
→ Common Stock $.01 Par Value ND (6,675 underlying)
Award
Restricted Stock Units
[F2][F5]
2026-05-07+6,298→ 6,298 total
→ Common Stock $.01 Par Value ND (6,298 underlying)

Holdings

Footnotes (5)

[F1]On May 5, 2026, the Reporting Person transferred 1,702,500 shares of common stock from direct holdings to a grantor retained annuity trust.
[F2]Restricted Stock Units ("RSUs") granted under the MGM Resorts International ("Company") 2022 Omnibus Incentive Plan (the "Plan"). Each RSU represents the right to receive, following vesting, one share of Company common stock.
[F3]The RSUs vested on May 6, 2026, pursuant to the terms of the Plan and applicable award agreement.
[F4]Represents Deferred Stock Units ("DSUs") under the MGM Resorts International (the "Company") Deferred Compensation Plan for Non-Employee Directors. Each DSU is the economic equivalent of one share of Company common stock. The DSUs become payable upon the Reporting Person's termination of service as a Director.
[F5]The RSUs will vest upon the earlier of (i) May 7, 2027 or (ii) the date of the Company's next annual meeting of stockholders, in each case subject to the terms of the Plan and applicable award agreement.

Signature

/s/ Jessica Cunningham, Attorney-In-Fact|2026-05-08

1 file