Form 8 (OPD) (MGM Resorts International)

(a) Full name of discloser:

MGM Resorts International

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

MGM Resorts International

(d) Is the discloser the offeror or the offeree?

Offeror

(e) Date position held:

The latest practicable date prior to the disclosure

17 January 2021

(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

If it is a cash offer or possible cash offer, state "N/A"

No

Class of relevant security:

USD 0.01 common

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

N/A

-

N/A

-

(2) Cash-settled derivatives:

N/A

-

N/A

-

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

N/A

-

N/A

-

TOTAL:

N/A

-

N/A

-

Class of relevant security in relation to which subscription right exists:

N/A

Details, including nature of the rights concerned and relevant percentages:

N/A

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

a) Interests held by directors of the Offeror, their close relatives and the related trusts of any of them (excluding options set out below)

1 Percentages are to two decimal places.

2 18,508 shares are held through a trust.

3 1,576 shares are held through the Hernandez Family Living Trust and 16,404 are held through the Roland Hernandez Sep Retirement Account.

4 8,500 shares held by the director's spouse and 227,884 shares held through a trust.

5 Shares are held through a trust.

6 Shares are held through a trust.

b) Interests held by directors of the Offeror under its incentive plans

(i) Restricted Stock Units ("RSUs")

The RSUs referred to in this section are issued under the MGM Resorts International Amended and Restated 2005 Omnibus Incentive Plan (the "Plan"). Each RSU represents the right to receive, following vesting, one share of common stock in the Offeror at no cost. Any fractional shares are paid in cash upon settlement. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on the Offeror's common stock and vest on the same dates and in the same relative proportions as the RSUs on which they accrue. The amounts stated for "Number of Restricted Stock Units" below comprise the current outstanding balance of the grant including any additional amount of units accrued for dividends to date and are to 4 decimal places.

In each case, vesting of the relevant grant is subject to the terms of the Plan and applicable award agreement.

William W. Grounds

Alexis Herman

Roland A. Hernandez

William J. Hornbuckle

Mary Chris Jammet

John B. Kilroy, Jr

Rose McKinney-James

Keith A. Meister

Paul J. Salem

Gregory M. Spierkel

Janet Swartz

Daniel J. Taylor

7  Held through a trust.

8  Held through a trust.

(ii) Deferred Stock Units

The Deferred Stock Units ("DSU") referred to below are issued under the MGM Resorts International Deferred Compensation Plan for Non-Employee Directors. Each DSU is the economic equivalent of one share of common stock in the Offeror. The DSUs become payable upon the named person's termination of service as a Director.

9 Held through a trust.

(iii) Performance Share Units

Performance Share Units ("PSU") are granted under the MGM Resorts International Amended and Restated 2005 Omnibus Incentive Plan.

The amounts stated for "Number of Performance Share Units" comprise the current outstanding balance of the grant including any additional amount of units accrued for dividends to date and are to 4 decimal places. Any fractional shares are paid in cash upon settlement.

For Relative TSR PSUs, each PSU represents the right to receive between 0 and 1.5 shares of common stock in the Offeror at no cost. The payment, if any, of these awards is determined by comparing the Offeror's total shareholder return ("TSR") to the TSR of other companies in the S&P 500 as of the end of the three-year measurement period (which commences on the relevant grant date). The amount of shares ultimately received at the end of the three-year period is based on the relative ranking of the Offeror's TSR to the S&P 500 group. Payout of the target amount of shares (being the number of Performance Share Units awarded under the grant) occurs if the Offeror is ranked at the 50th percentile, i.e., the midpoint of the companies in the S&P 500. Payout increases to 150% of the target number of shares on a linear basis as the Offeror's ranking rises to the 75th percentile. Payout decreases to 50% of the target shares on a linear basis as the Offeror's TSR declines from the 50th to the 25th percentile and, if the Offeror ranks below the 25th percentile, there is no pay out.

For Absolute TSR PSUs, each PSU represents the right to receive, at no cost, between 0 and 1.6 shares of common stock in the Offeror depending upon the performance of the common stock from the grant date to the date that is three years after the grant date (the "Vesting Date"), relative to a target price (the "Target Price"). The Target Price is equal to 125% of the average closing price of common stock in the Offeror over the 60-calendar-day period ending on the grant date. If the ending average stock price is less than 60% of the Target Price (the "Minimum Price"), then no shares will be issued on the Vesting Date. If the ending average stock price is equal to or greater than 160% of the Target Price (the "Maximum Price"), then 1.6 shares will be issued on the Vesting Date per PSU. If the ending average stock price is between the Minimum Price and the Maximum Price, then a number of shares will be issued on the Vesting Date per PSU equal to the ending average stock price divided by the Target Price. For this purpose, the ending average stock price is the average closing price of the Offeror's common stock over the 60-calendar-day period ending on the Vesting Date, as adjusted to include dividends paid during the term of the PSU.

William J. Hornbuckle

c) Share interests of other persons acting in concert with the Offeror

10 Percentages are to two decimal places.

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

None

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

18 January 2021

Jessica Cunningham, Senior Vice President & Legal Counsel

+1 702-693-7120