ThZeal - The Zeal

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Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock (Par Value $0.01)

MGM

New York Stock Exchange

NYSE

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 16, 2025, MGM Resorts International (the “Company”) entered into an employment agreement with Jonathan S. Halkyard, Chief Financial Officer and Treasurer of the Company (the “Halkyard Employment Agreement”), effective as of October 1, 2025. The Halkyard Employment Agreement provides for a term until September 30, 2029 and a minimum base salary of $1,250,000 per year.

The Halkyard Employment Agreement also provides for an annual target bonus equal to 150% of Mr. Halkyard’s base salary, and certain other benefits and perquisites, which are discussed in detail in the Halkyard Employment Agreement. Any amounts paid in excess of 150% of Mr. Halkyard’s target bonus will be paid in fully vested deferred restricted stock units payable in three equal installments over the 3-year period following the grant date (and subject to acceleration in the event Mr. Halkyard’s employment with the Company is terminated for any reason) (“DRSUs”).

In the event of a termination of Mr. Halkyard’s employment as the result of his death or a termination by the Company due to disability, the Company will pay Mr. Halkyard one year of salary payable at regular payroll intervals (less any payments received from an employer-paid short term disability policy) and any earned but unpaid bonus.

The Halkyard Employment Agreement also provides that, subject to the discretion of the Committee of the Board, Mr. Halkyard will be eligible for annual equity grants in 2025, 2026, 2027 and 2028 with an aggregated value targeted at $3,125,000 each year, which are expected to be provided 50% in the form of performance share units and 50% in the form of restricted stock units.

In the event of a termination by the Company for no cause or by Mr. Halkyard for good cause prior to the end of the term or, if Mr. Halkyard continues employment as an at-will employee during the 12-month period after the end of the term, Mr. Halkyard will receive (i) an amount equal to his annual base salary plus his target bonus amount, payable in 12 monthly installments; (ii) any earned but unpaid bonus due to him; and (iii) a payment equal to 1.5 times the cost of COBRA for a coverage period of 12 months, payable in 12 monthly installments. Any such severance payments will be subject to applicable taxes and Mr. Halkyard’s execution and non-revocation of a general release of claims.

The Halkyard Employment Agreement also contains a non-compete covenant generally prohibiting Mr. Halkyard from providing services to a competitor or soliciting employees or business contacts for 12 months following his termination of employment or for 12 months following the term of the Halkyard Employment Agreement. In addition, the Halkyard Employment Agreement mandates that Mr. Halkyard’s confidentiality obligations continue after his termination of employment.

The foregoing description is not a complete description of the Halkyard Employment Agreement and is qualified in its entirety by reference to the full text of the Halkyard Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference in this Item 5.02.

On September 16, 2025, a subsidiary of the Company entered into an employment agreement with Gary Fritz, Chief Commercial Officer and President, MGM Digital (the “Fritz Employment Agreement”), effective as of October 1, 2025. The Fritz Employment Agreement provides for a term until September 30, 2028, and a minimum base salary of $1,500,000 per year.

The Fritz Employment Agreement also provides for an annual target bonus equal to 175% of Mr. Fritz’s base salary, and certain other benefits and perquisites, which are discussed in detail in the Fritz Employment Agreement. Any amounts paid in excess of 150% of Mr. Fritz’s target bonus will be paid in DRSUs.

In the event of a termination of Mr. Fritz’s employment as the result of his death or a termination by the Company due to disability, the Company will pay Mr. Fritz one year of salary in a lump sum and any earned but unpaid bonus. In addition, in the case of disability, he shall receive a payment equal to 1.5 times the cost of COBRA for a coverage period of 12 months, payable in a lump sum.

The Fritz Employment Agreement also provides that, subject to the discretion of the Committee of the Board, Mr. Fritz will be eligible for annual equity grants in 2025, 2026 and 2027 with an aggregate value targeted at of $4,500,000 each year, which are expected to be provided 50% in the form of performance share units and 50% in the form of restricted stock units.

The Fritz Employment Agreement also provides that Mr. Fritz will be granted an award on October 1, 2025, of 25,000 restricted stock units vesting on the one-year anniversary of the grant date. In addition, the agreement provides Mr. Fritz with the following two potential incentive opportunities, paid 50% as a lump sum cash amount and 50% in restricted stock units, (1) $2,000,0000 for achievement of a specified trailing twelve month Adjusted EBITDA at BetMGM, LLC and (2) $500,000 for successfully launching a defined digital offering on a MGM property.

In the event of a termination by the Company for no cause or by Mr. Fritz for good cause prior to the end of the term or, if Mr. Fritz continues employment as an at-will employee during the 12-month period after the end of the term, Mr. Fritz will receive (i) an amount equal to his annual base salary plus his target bonus amount, payable in 12 monthly installments; (ii) any earned but unpaid bonus due to him; and (iii) a payment equal to 1.5 times the cost of COBRA for a coverage period of 12 months, payable in 12 monthly installments. Any such severance payments will be subject to applicable taxes and Mr. Fritz’s execution and non-revocation of a general release of claims.

The Fritz Employment Agreement also contains a non-compete covenant generally prohibiting Mr. Fritz from providing services to a competitor or soliciting employees or business contacts for 12 months following his termination of employment or for 12 months following the term of the Fritz Employment Agreement. In addition, the Fritz Employment Agreement mandates that Mr. Fritz’s confidentiality obligations continue even after his termination of employment.

The foregoing description is not a complete description of the Fritz Employment Agreement and is qualified in its entirety by reference to the full text of the Fritz Employment Agreement, a copy of which is attached hereto as Exhibit 10.2, and the equity award form, a copy of which is attached as Exhibit 10.3, each of which is incorporated by reference in this Item 5.02.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	MGM Resorts International

Date: September 19, 2025	By:	/s/ Jessica Cunningham
		Name: Jessica Cunningham
		Title: Senior Vice President, Legal Counsel and Assistant Secretary


Delaware	001-10362	88-0215232
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


Exhibit No.						Description

10.1						Employment Agreement, effective as of October 1, 2025, by and between the Company and Jonathan Halkyard.
10.2						Employment Agreement, effective as of October 1, 2025, by and between the Company and Gary Fritz.
10.3						Form of RSU Agreement (Fritz).
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).


			(a)			Not applicable.


			(b)			Not applicable.


			(c)			Not applicable.


			(d)			Exhibits: