IAC offers $48.30 per share for MGM (NYSE: MGM) in cash proposal

Rhea-AI Filing Summary

IAC Inc. has submitted a non-binding proposal to acquire all MGM Resorts International shares it does not already own for $48.30 in cash per share. The proposal was delivered to MGM’s board on June 1, 2026 and may lead to an agreed transaction such as a merger.

IAC reports beneficial ownership of about 66,822,350 MGM shares, representing 26.1% of the outstanding common stock, based on 255,851,235 shares outstanding as of April 27, 2026. IAC states there were no transactions in MGM shares by the reporting person in the 60 days before this amendment and cautions there is no assurance a definitive agreement or transaction will be completed.

Insights

M&A and corporate governance analyst

IAC’s cash proposal signals potential change of control for MGM but remains early-stage and non-binding.

IAC Inc., already a major shareholder of MGM Resorts International, has proposed paying $48.30 in cash for each MGM share it does not own. This is framed as a non-binding proposal to MGM’s board, meaning it is an opening step toward possible negotiations rather than a firm agreement.

The filing shows IAC beneficially owns about 66,822,350 shares, or 26.1% of MGM’s common stock, based on 255,851,235 shares outstanding as of April 27, 2026. With this stake, IAC is a significant stakeholder but still requires board and shareholder cooperation for any going‑private or merger structure.

The proposal could ultimately involve an extraordinary corporate transaction, potential delisting from the New York Stock Exchange, or other changes in MGM’s corporate structure if agreed. However, the text emphasizes that there is no assurance a definitive agreement will be reached or that any transaction will close, so the actual outcome depends on future discussions and approvals.

Key Figures

Proposed cash price per share: $48.30 per share IAC beneficial ownership: 66,822,350 shares Ownership percentage: 26.1% of class +3 more

6 metrics

Proposed cash price per share $48.30 per share Non-binding proposal for each MGM common share not owned by IAC

IAC beneficial ownership 66,822,350 shares MGM common stock beneficially owned as of Amendment No. 8

Ownership percentage 26.1% of class Portion of MGM outstanding common stock beneficially owned by IAC

Shares outstanding baseline 255,851,235 shares MGM common stock outstanding as of April 27, 2026

Recent trading window 60 days Period with no MGM share transactions by reporting person before Amendment No. 8

Amendment number Amendment No. 8 Latest amendment to IAC’s Schedule 13D regarding MGM

Key Terms

Schedule 13D, beneficial ownership, non-binding proposal, extraordinary corporate transaction, +2 more

6 terms

Schedule 13D regulatory

"This statement constitutes Amendment No. 8 to the relating to the shares of common stock"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficial ownership financial

"As of close of business on the date of Amendment No. 8, Reporting Person has beneficial ownership of approximately 66,822,350 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.

non-binding proposal financial

"a letter setting forth a non-binding proposal to acquire all of the outstanding shares"

A non-binding proposal is an offer or plan presented by one party that outlines terms they would like to pursue but does not create a legally enforceable obligation. Think of it like a detailed handshake or a draft invitation to negotiate: it signals intent and frames possible outcomes, but either side can walk away or change terms without legal penalty. Investors watch these because they can move a stock’s price by suggesting a possible deal, yet they carry higher uncertainty than formal agreements.

extraordinary corporate transaction financial

"may result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4, including, without limitation, an extraordinary corporate transaction"

dispositive power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: Sole Dispositive Power 66,822,350.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

delisting regulatory

"such as a merger involving the Issuer, delisting of the Common Stock from the New York Stock Exchange"

Delisting occurs when a company's stock is removed from a stock exchange and is no longer available for trading there. This can happen voluntarily or because the company no longer meets the exchange's requirements. For investors, delisting means they can no longer buy or sell shares of that company on the exchange, which may make it more difficult to sell their investments or affect the stock's value.

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

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Available on EDGAR 06/01/2026 - 09:43 AM Accepted by SEC EDGAR 06/01/2026 - 09:43 AM Learn about SEC filing dates

FAQ

What did IAC propose in this MGM (MGM) Schedule 13D amendment?

IAC submitted a non-binding proposal to acquire all MGM Resorts International common shares it does not own for $48.30 in cash per share. The proposal was sent to MGM’s board and could lead to a negotiated transaction such as a merger if both sides reach agreement.

How much of MGM does IAC currently own according to this filing?

IAC reports beneficial ownership of approximately 66,822,350 MGM shares, representing about 26.1% of the outstanding common stock. This percentage is calculated using 255,851,235 shares outstanding as of April 27, 2026, based on MGM’s Form 10-Q disclosure.

Is IAC’s $48.30 per share proposal for MGM binding or final?

The proposal is explicitly described as non-binding, so it is not a final or enforceable agreement. IAC notes there is no assurance a definitive agreement will be reached or that any transaction contemplated by the proposal, or a similar deal, will ultimately be consummated.

What changes could occur at MGM if IAC’s proposal is accepted?

If accepted and implemented, the proposal may result in an extraordinary corporate transaction such as a merger, plus potential delisting of MGM’s common stock from the New York Stock Exchange and other material changes in MGM’s business or corporate structure, as outlined in the filing.

Has IAC traded MGM shares recently before this amendment?

The filing states there have been no transactions by the reporting person in MGM shares during the 60 days before Amendment No. 8. This means IAC’s reported 66,822,350-share position has been stable over that recent two-month period covered by this disclosure.

Who will IAC discuss the MGM buyout proposal with?

IAC and its representatives expect to discuss the proposal and related matters with MGM’s board, their advisors, potential financing sources, shareholders of both MGM and IAC, and other interested parties. These discussions would shape whether a definitive agreement can be reached in the future.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

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)

06/01/2026

(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:

(1) Percentage in Row 13 calculated on the basis of 255,851,235 shares of common stock, par value $0.01, of the Issuer ("Common Stock") issued and outstanding as of April 27, 2026 (based upon information contained in the Issuer's Annual Report on Form 10-Q for the quarterly period ended March 31, 2026, which was filed with the U.S. Securities and Exchange Commission (the "SEC") on April 29, 2026). 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. 8 ("Amendment No. 8") 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 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, Amendment No. 6, filed with the SEC on March 25, 2026 and Amendment No. 7, filed with the SEC on April 3, 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: On June 1, 2026, IAC submitted to the board of directors of the Issuer (the "Board") a letter setting forth a non-binding proposal to acquire all of the outstanding shares of Common Stock of the Issuer that are not owned by IAC for cash consideration of $48.30 per share of Common Stock (the "Proposal"). A copy of the Proposal is filed as Exhibit 99.1 to this Amendment No. 8, and the information set forth in the Proposal is incorporated by reference herein. The Proposal may result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, an acquisition of additional securities of the Issuer, an extraordinary corporate transaction (such as a merger) involving the Issuer, delisting of the Common Stock from the New York Stock Exchange and other material changes in the Issuer's business or corporate structure. The Reporting Persons and their representatives expect to discuss the Proposal and related matters with the Issuer, the Board (or any applicable committees thereof) and their respective representatives, as well as potential financing sources, shareholders of the Issuer and of IAC and other interested parties. The Reporting Persons do not intend to provide additional disclosures regarding the Proposal unless a definitive agreement has been reached unless disclosure is otherwise required under applicable U.S. securities laws. No assurances can be given that a definitive agreement will be reached or that the transactions contemplated by the Proposal, or any transactions of a similar type, will be consummated. The Reporting Persons reserve the right to modify or withdraw the Proposal at any time.
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. 8, Reporting Person has beneficial ownership of approximately 66,822,350 Shares constituting approximately 26.1% of the Shares outstanding.
(b)	See Item 5(a).
(c)	Item 5(c) is hereby amended and supplemented by adding the following paragraph at the end of Item 5(c): There have been no transactions by the Reporting Person in the Shares during the past 60 days prior to Amendment No. 8.
(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: The information contained in Item 4 of this Amendment No. 8 is incorporated by reference into this Item.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1: Letter, dated June 1, 2026, from IAC to the Issuer

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:	06/01/2026