MGM Resorts: People withdraws buyout proposal

People's reported 26.5% stake accompanies its stated interest in considering other strategic alternatives with MGM.

Rhea-AI Filing Summary

MGM Resorts International shareholder People Incorporated withdrew its previously submitted non-binding proposal to acquire all MGM common shares it did not own. People said it remains open to the possibility of a strategic transaction with MGM and looks forward to considering a range of alternatives.

People reported beneficial ownership of approximately 66,822,350 shares, or approximately 26.5% of the class, as of close of business September 23, 2026. The percentage calculation used 251,592,756 shares outstanding as of July 27, 2026. People reported no transactions in MGM shares during the preceding 60 days.

Key Figures

Beneficial ownership: approximately 66,822,350 shares Class ownership: approximately 26.5% Shares outstanding: 251,592,756 shares

3 metrics

Beneficial ownership approximately 66,822,350 shares People Incorporated, as of close of business September 23, 2026

Class ownership approximately 26.5% People Incorporated; percentage calculation based on shares outstanding as of July 27, 2026

Shares outstanding 251,592,756 shares MGM common stock as of July 27, 2026

Key Terms

non-binding proposal, beneficial ownership, Sole Voting Power, Sole Dispositive Power

4 terms

non-binding proposal financial

"previously submitted non-binding proposal to acquire"

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.

beneficial ownership financial

"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.

Sole Voting Power regulatory

"Sole Voting Power 66,822,350.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Sole Dispositive Power regulatory

"Sole Dispositive Power 66,822,350.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What happened to MGM's proposed buyout?

People Incorporated withdrew its previously submitted non-binding proposal to acquire all MGM Resorts International common shares it did not own. People also said it remains open to the possibility of a strategic transaction with MGM and looks forward to considering a range of alternatives.

How many MGM shares did People Incorporated report beneficially owning?

People reported beneficial ownership of approximately 66,822,350 shares, or approximately 26.5% of the class, as of close of business September 23, 2026. Its percentage calculation used 251,592,756 shares outstanding as of July 27, 2026.

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

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Available on EDGAR 09/24/2026 - 08:59 AM Accepted by SEC EDGAR 09/24/2026 - 12:00 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)

MGM RESORTS INTERNATIONAL

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

552953101

(CUSIP Number)

Jennifer D. Bishop
People Incorporated, 555 West 18th Street
New York, NY, 10011
(212) 551-7105

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

09/23/2026

(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

PEOPLE INCORPORATED

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)

26.5 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to Row 13: Percentage in Row 13 calculated on the basis of 251,592,756 shares of common stock, par value $0.01, of the Issuer ("Common Stock") issued and outstanding as of July 27, 2026 (based upon information contained in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, which was filed with the U.S. Securities and Exchange Commission (the "SEC") on July 29, 2026). Rows 7, 9 and 11 reflect shares of Common Stock beneficially owned by People Incorporated ("People"). 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. 9 ("Amendment No. 9") 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, Amendment No. 7, filed with the SEC on April 3, 2026 and Amendment No. 8, filed with the SEC on June 1, 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 2.	Identity and Background
(a)	Item 2 is hereby amended by replacing the first, second and third paragraphs with the following: This Schedule 13D is being filed by People Incorporated (f/k/a IAC Inc.), a Delaware corporation ("People" or the "Reporting Person"). The Reporting Person's principal executive offices are located at 555 West 18th Street, New York, New York 10011. The telephone number of the Reporting Person is (212) 314-7300. The name, business address, present principal occupation or employment and citizenship of each director and executive officer of the Reporting Person is set forth on Schedule A hereto (collectively, the "Covered Persons"), attached and incorporated herein by reference. During the preceding five years, neither the Reporting Person nor, to the best knowledge of the Reporting Person, any of the Covered Persons, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
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 September 23, 2026, People announced that it has withdrawn its previously submitted non-binding proposal to acquire all of the outstanding shares of Common Stock of the Issuer that are not owned by People, as described in Amendment No. 8 to this Schedule 13D. People announced that it remains open to and interested in the possibility of a strategic transaction with the Issuer and looks forward to considering a range of alternatives. The Reporting Person intends to review its investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and strategic direction, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to its investment in the Issuer as it deems appropriate, which may include changing its investment purpose and/or, from time to time, additional acquisitions or dispositions of Shares, the exploration with the Issuer of potential strategic or business transactions relating to the businesses of the Issuer and the Reporting Person and any matter set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.
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. 9, Reporting Person has beneficial ownership of approximately 66,822,350 Shares constituting approximately 26.5% 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. 9.
(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. 9 is incorporated by reference into this Item.

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.

PEOPLE INCORPORATED

Signature:	/s/ Jennifer D. Bishop
Name/Title:	Jennifer D. Bishop Deputy General Counsel
Date:	09/24/2026