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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 23, 2026
People Incorporated
(Exact name of registrant as specified in charter)
| Delaware | |
001-39356 | |
84-3727412 |
| (State or other jurisdiction | |
(Commission | |
(IRS Employer |
| of incorporation) | |
File Number) | |
Identification No.) |
| 555
West 18th Street, New York, NY | |
10011 |
| (Address of principal executive offices) | |
(Zip Code) |
Registrant’s
telephone number, including area code: (212)
314-7300
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of exchange on which registered |
| Common Stock, par value $0.0001 |
|
PPLI |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
(Nasdaq Global Select Market) |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01. Regulation FD Disclosure.
On September 23, 2026, People Incorporated (the
“Company”), issued a press release announcing that it has withdrawn its previously announced proposal to acquire all of the
outstanding shares of common stock of MGM Resorts International not already owned by the Company. The press release is attached as Exhibit
99.1 hereto.
The information contained in this Current Report
on Form 8-K, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section and shall not
be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
Exhibits.
| Exhibit No. |
|
Description of Exhibit |
| |
|
|
| 99.1 |
|
Press Release of People Incorporated, dated as of
September 23, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within
the Inline XBRL document). |
SIGNATURES
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 hereunto duly authorized.
| |
People Incorporated |
| |
|
| |
By: |
/s/ Jennifer D. Bishop |
| |
Name: |
Jennifer D. Bishop |
| |
Title: |
Deputy General Counsel |
Date: September 24, 2026
Exhibit 99.1
PEOPLE INCORPORATED WITHDRAWS PROPOSAL TO PURCHASE
ALL PUBLIC
SHARES OF MGM RESORTS INTERNATIONAL
NEW YORK—September 23, 2026—Today People Incorporated
(NASDAQ: PPLI) announced it has withdrawn its proposal to purchase all public shares of MGM Resorts International.
People Incorporated Chairman and Senior Executive Barry Diller said,
“There are lots of ingredients that go into a proposal of this kind on its way to completion. We didn’t feel the mix was coming
together in the way we had hoped and have decided not to pursue taking the company private at this time. What is undimmed is our belief
in the future of MGM Resorts. We continue to hold 66.8 million shares representing approximately 27% of MGM Resorts and have total confidence
in both the management and the Company’s prospects.”
Continued Mr. Diller, “I want to thank the Special Committee
and all the MGM Directors for giving us the time and consideration during the process. People Incorporated is doing just fine with its
principal publishing business achieving its 11th quarter of growth with plenty of cash to both invest in its business and purchase
its stock.”
“We at People Incorporated remain open to and interested in the
possibility of a strategic transaction with MGM Resorts and look forward to considering a range of alternatives,” concluded Mr. Diller.
Cautionary Statement Regarding Forward-Looking Information
This press release may contain “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as “anticipates,”
“intends,” “estimates,” “expects,” “plans” and “believes,” among others, generally
identify forward-looking statements. These forward-looking statements include, among others, statements relating to future
investments in our business and purchase of our stock, and the possibility of a strategic transaction. Actual results could differ materially
from those contained in these forward-looking statements for a variety of reasons, including, among others: (i) the impact of advances
in artificial intelligence (“AI”) and other digital technologies, including AI-enabled search features, on how users access
and consume information and the resulting effects on traffic, engagement and monetization, (ii) our reliance on search engines and
third-party platforms, including changes in algorithms, policies, economics or features (including those implemented by Google), as well
as the potential expiration or modification of key commercial agreements, (iii) our ability to effectively market our products and
services in a cost-efficient manner across evolving digital channels, (iv) our dependence on advertising revenue and the sensitivity
of such revenue to macroeconomic conditions, including factors affecting advertiser demand, consumer confidence and discretionary spending,
as well as geopolitical and broader market uncertainty, (v) our ability to adapt to changes in digital marketing practices, including
limitations on data access, tracking technologies and targeting capabilities, (vi) our ability to develop, distribute and monetize
our products and services across mobile and other platforms and maintain effective relationships with third-party partners, (vii) the
continued growth, engagement and monetization of our digital publishing brands, (viii) risks related to our Print business, including
ongoing revenue declines, cost pressures (including paper and postage), and reliance on key vendors, (ix) our ability to access,
collect, use and protect personal data and comply with evolving privacy and data protection laws and platform restrictions, (x) our
ability to effectively engage with users, subscribers and caregivers across communication channels, (xi) the concentration of voting
control among our Chairman and Senior Executive and related parties, (xii) risks related to our liquidity and indebtedness, including
our ability to service debt and comply with related covenants, as well as limitations on access to subsidiary cash flows, (xiii) risks
related to strategic transactions and initiatives, including our ability to realize anticipated benefits from prior transactions and execute
future initiatives, (xiv) competitive pressures in rapidly evolving industries, including from larger or better-positioned competitors
and AI-enabled offerings, (xv) our ability to build, maintain and protect our brands, (xvi) cybersecurity risks, including increasingly
sophisticated attacks (including those enabled by AI) and vulnerabilities at third-party providers, (xvii) data security breaches,
fraud and related liabilities, (xviii) risks associated with the integrity, scalability and reliability of our systems, technology
and infrastructure, (xix) the impact of general economic, geopolitical and public health conditions, (xx) our dependence on
key personnel and leadership transitions, (xxi) volatility in our stock price and risks related to our capital allocation strategy,
and (xxii) risks related to the ongoing corporate consolidation. Certain of these and other risks and uncertainties are described
in our filings with the Securities and Exchange Commission (the “SEC”), including the most recent Annual Report on Form 10-K
filed with the SEC on February 20, 2026, and subsequent reports that we file with the SEC. Other unknown or unpredictable factors
that could also adversely affect our business, financial condition and results of operations may arise from time to time. It is not possible
for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor,
or combination of factors, may cause actual results to differ materially from those expressed in any forward-looking statements we may
make. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances
after the date of such statements. You should, therefore, not rely on these forward-looking statements as representing our views
as of any date subsequent to the date of this press release.
###
About People Incorporated
People Incorporated is the owner of America’s largest publisher,
People Inc., home to more than 40 celebrated brands including PEOPLE, Food & Wine, Travel + Leisure, InStyle, Better Homes &
Gardens, and Southern Living, attracting a total of 175 million consumers each month. The company also holds a significant minority stake
in MGM Resorts International, reflecting our belief in the power and potential of businesses built around enduring consumer brands and
iconic, real-world experiences.
People Incorporated represents the latest evolution in a long tradition
of entrepreneurial ownership, disciplined capital allocation, and opportunistic value creation. Over three decades, the company has built,
operated, invested in, and spun off many of the internet and media industry’s defining businesses, and that same spirit of opportunism
drives us today. People Incorporated is headquartered in New York City. To learn more visit https://ir.people-incorporated.com.
Contact Us
People Incorporated Investor Relations
Mark Schneider
(212) 314-7400
People Incorporated Corporate Communications
Valerie Combs
(212) 314-7251
