IAC adjusts MGM Resorts (NYSE: MGM) stake and signs new voting pact

Rhea-AI Filing Summary

IAC Inc. filed an amended Schedule 13D reporting beneficial ownership of approximately 65,822,350 shares of MGM Resorts International common stock, representing about 25.7% of the outstanding shares. IAC also entered into a new Voting Agreement with MGM and Barry Diller that changes how part of this stake is voted.

Under the Voting Agreement, any voting securities held by IAC, Mr. Diller and their controlled affiliates that in total exceed 25.73% of MGM’s voting power must be voted in the same proportion as other MGM stockholders who vote. The agreement ends if their collective stake falls below 17.5%, if MGM’s board fails to nominate up to two qualified IAC-designated directors, or upon a change of control at MGM. Mr. Diller is currently deemed an IAC-designated director, and the full Voting Agreement is filed as an exhibit.

Insights

Equity ownership & governance analyst

IAC keeps a large MGM stake but limits voting control above 25.73%.

IAC continues to hold a sizeable position in MGM Resorts, with 65,822,350 shares representing roughly 25.7% of outstanding common stock. That level makes IAC a major strategic shareholder with significant ongoing influence.

The new Voting Agreement requires IAC, Barry Diller and their controlled affiliates to vote any holdings above 25.73% of MGM’s total voting power in proportion to how other shareholders vote. This effectively caps discretionary voting control while they remain large owners.

The agreement can terminate if their collective stake drops below 17.5%, if MGM’s board does not nominate up to two IAC-designated qualified directors, or if there is a change of control at MGM. These conditions tie IAC’s governance rights directly to ownership levels and board representation.

Key Figures

Beneficial ownership: 65,822,350 shares Ownership percentage: 25.7% Outstanding shares baseline: 255,828,519 shares +3 more

6 metrics

Beneficial ownership 65,822,350 shares MGM common stock beneficially owned by IAC as of Amendment No. 7

Ownership percentage 25.7% Portion of MGM outstanding shares represented by IAC’s stake

Outstanding shares baseline 255,828,519 shares MGM common stock outstanding as of February 9, 2026

Excess Voting Securities threshold 25.73% voting power Level above which covered MGM voting securities must be voted proportionally

Voting Agreement termination threshold 17.5% voting securities Minimum collective MGM voting stake for covered entities to keep agreement in force

Number of IAC-designated directors Up to 2 directors Qualified directors IAC may designate for MGM’s board under the Nomination Condition

Key Terms

beneficial ownership, Voting Agreement, Excess Voting Securities, change of control, +2 more

6 terms

beneficial ownership financial

"Reporting Person has beneficial ownership of approximately 65,822,350 Shares"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Voting Agreement regulatory

"On April 3, 2026, IAC entered into a Voting Agreement"

A voting agreement is a legally binding pact in which shareholders promise to cast their votes the same way on certain corporate matters, such as electing directors or approving a merger. It matters to investors because it changes who controls company decisions and makes outcomes more predictable—like a group of neighbors agreeing in advance to vote the same way on a community rule, it can strengthen or limit the influence of other shareholders and affect the company’s future direction.

Excess Voting Securities financial

"constitute in excess of 25.73% of the total voting power ... (the "Excess Voting Securities")"

change of control regulatory

"and (iii) the occurrence of a change of control of the Issuer"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

Nomination Condition regulatory

"such nomination condition, the "Nomination Condition""

Qualified Director regulatory

"who each meet the qualifications of a director ... (a "Qualified Director")"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/07/2026 - 04:31 PM Learn about SEC filing dates

FAQ

How many MGM Resorts (MGM) shares does IAC Inc. currently beneficially own?

IAC Inc. reports beneficial ownership of approximately 65,822,350 MGM shares, equal to about 25.7% of the outstanding common stock. This stake makes IAC a major shareholder with significant influence over MGM’s corporate governance and strategic direction.

What is the new Voting Agreement between IAC Inc., MGM Resorts (MGM), and Barry Diller?

The new Voting Agreement requires IAC, Barry Diller and their controlled affiliates to vote any shares exceeding 25.73% of MGM’s total voting power in proportion to how other stockholders vote. It is designed to limit concentrated voting control while preserving significant economic ownership.

When does the Voting Agreement related to MGM Resorts (MGM) terminate?

The Voting Agreement terminates if the covered entities’ collective stake falls below 17.5% of MGM’s voting securities, if MGM’s board fails to nominate up to two IAC-designated qualified directors, or upon a change of control at MGM.

What percentage of MGM Resorts (MGM) shares is IAC’s ownership based on?

IAC’s 25.7% beneficial ownership is calculated against 255,828,519 MGM common shares outstanding as of February 9, 2026. That share count comes from MGM’s Form 10-K for the year ended December 31, 2025, which provides the baseline outstanding shares.

How does the Voting Agreement affect Barry Diller’s role at MGM Resorts (MGM)?

As of the agreement date, Barry Diller is deemed an IAC-designated director on MGM’s board. His and his affiliates’ voting restrictions on Excess Voting Securities lift only if he leaves IAC leadership and their IAC voting stake drops below one-third of IAC’s voting power.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

MGM RESORTS INTERNATIONAL

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

552953101

(CUSIP Number)

Kendall Handler
IAC Inc., 555 West 18th Street
New York, NY, 10011
(212) 314-7300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/03/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 552953101

1

Name of reporting person

IAC INC.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 66,822,350.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 66,822,350.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

66,822,350.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

26.1 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Percentage in Row 13 calculated on the basis of 255,828,519 shares of common stock, par value $0.01, of the Issuer ("Common Stock") issued and outstanding as of February 9, 2026 (based upon information contained in the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2025). Rows 7, 9 and 11 reflect shares of Common Stock beneficially owned by IAC Inc. ("IAC"). See Item 5.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: COMMON STOCK, PAR VALUE $0.01 PER SHARE
(b)	Name of Issuer: MGM RESORTS INTERNATIONAL
(c)	Address of Issuer's Principal Executive Offices: 3600 LAS VEGAS BLVD S, LAS VEGAS, NEVADA , 89109.
Item 1 Comment: This statement constitutes Amendment No. 7 ("Amendment No. 7") to the Schedule 13D relating to the shares of common stock, $0.01 par value (the "Shares"), of MGM Resorts International (the "Issuer"), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on August 10, 2020 (as amended by Amendment No. 1, filed with the SEC on August 20, 2020, Amendment No. 2, filed with the SEC on January 11, 2021, Amendment No. 3, filed with the SEC on February 16, 2022, Amendment No. 4, filed with the SEC on August 11, 2022, Amendment No. 5, filed with the SEC on December 9, 2025 and Amendment No. 6, filed with the SEC on March 25, 2026, together, the "Schedule 13D"). Except as set forth herein, the Schedule 13D as previously filed remains applicable. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
Item 4.	Purpose of Transaction
	The information contained in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information: The information contained in Item 6 of this Amendment No. 7 is incorporated by reference into this Item.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended by replacing the first paragraph with the following: As of close of business on the date of Amendment No. 7, Reporting Person has beneficial ownership of approximately 65,822,350 Shares constituting approximately 25.7% of the Shares outstanding.
(b)	See Item 5(a).
(c)	Except for the March 2026 Trades, there have been no transactions by the Reporting Person in the Shares during the past 60 days prior to Amendment No. 7.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information contained in Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information: On April 3, 2026, IAC entered into a Voting Agreement (the "Voting Agreement") with the Issuer and Barry Diller. Pursuant to the Voting Agreement, at any time a matter is brought to a vote at an annual or special meeting of the Issuer's stockholders (or in connection with any action proposed to be taken by the Issuer's stockholders in lieu of a meeting), IAC, Mr. Diller and their respective controlled affiliates (collectively the "Covered Entities") will vote any voting securities that they beneficially own that collectively constitute in excess of 25.73% of the total voting power of the outstanding voting securities of the Issuer (the "Excess Voting Securities") on each matter in the same proportion as the stockholders of the Issuer (other than the Covered Entities) vote their voting securities on such matters (disregarding stockholders that do not vote). The Voting Agreement will terminate automatically upon the earliest to occur of (i) the Covered Entities collectively ceasing to beneficially own 17.5% or more of the voting securities of the Issuer then outstanding, (ii) the Board of Directors of the Issuer (the "Issuer Board") having failed to nominate two (2) directors designated by IAC (should IAC elect to designate two (2) directors) who each meet the qualifications of a director set forth in the Issuer's Corporate Governance Guidelines (a "Qualified Director") to stand for election to the Issuer Board at the applicable annual meeting of shareholders (such nomination condition, the "Nomination Condition") and (iii) the occurrence of a change of control of the Issuer. If IAC determines not to designate one or more individuals to be nominated for election to the Issuer Board, the Voting Agreement will not terminate. In addition, in order to satisfy the Nomination Condition, if at any time fewer than two (2) directors on the Issuer Board have been designated by IAC, the Issuer Board is required to cause Qualified Director(s) to be added within one (1) month of designation by IAC, subject to the receipt of required regulatory approvals. As of the date of entry into the Voting Agreement, Mr. Diller was deemed to be designated to serve on the Issuer Board by IAC. In addition, Mr. Diller and his controlled affiliates, other than IAC and its controlled affiliates (collectively, the "Diller Entities"), will no longer be subject to the voting restriction with respect to any Excess Voting Securities, and the Diller Entities will no longer be considered Covered Entities, when both of the following conditions are satisfied: (i) Mr. Diller no longer serves as either the Chairman of the Board of Directors of IAC or as Senior Executive of IAC; and (ii) the Diller Entities no longer beneficially own voting securities of IAC representing at least one-third of the total voting power of the outstanding voting securities of IAC. The above summary is not complete and is qualified in its entirety by reference to the full text of the Voting Agreement, which is attached hereto as Exhibit 1 and incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	1. Voting Agreement, dated as of April 3, 2026, by and among MGM Resorts International, IAC Inc. and Barry Diller.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

IAC INC.

Signature:	/s/ Kendall Handler
Name/Title:	Kendall Handler/Executive Vice President & Chief Legal Officer
Date:	04/07/2026