Form SCHEDULE 13D/A MGM Resorts Internationa Filed by: IAC Inc.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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MGM Resorts International (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
(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) |
03/23/2026 (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).
SCHEDULE 13D
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| CUSIP No. |
| 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)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
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| 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 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 period ended December 31, 2025).
(1) Reflects shares of Common Stock beneficially owned by IAC Inc. ("IAC").
SCHEDULE 13D
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| 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. 6 ("Amendment No. 6") 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 and Amendment No. 5, filed with the SEC on December 9, 2025, together, the "Schedule 13D"). The purpose of this Amendment No. 6 is to report an increase in the number of Shares held by the Reporting Person.
The Issuer has historically maintained a share repurchase program for the purchase of shares of Common Stock from time to time. 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 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended and supplemented by adding the following paragraph at the end of Item 3:
On March 23, 2026 and March 24, 2026, the Reporting Person purchased 1,000,000 Shares in a series of open market transactions with cash on hand for a total purchase price of approximately $37,231,830, including brokerage commissions (the "March 2026 Trades"). | ||
| 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. 6, Reporting Person has beneficial ownership of approximately 66,822,350 Shares constituting approximately 26.1% of the Shares outstanding.
Item 5(a) is hereby amended by replacing the final paragraph with the following:
The aggregate percentage of the Shares reported owned by each person named herein is based upon 255,828,519 Shares issued and outstanding, which is the total number of Shares outstanding as of February 9, 2026 as reported in the Issuer's Annual Report on Form 10-K for the period ended December 31, 2025, filed with the SEC on February 9, 2026. | |
| (c) | Item 5(c) is hereby amended and supplemented by adding the following paragraph at the end of Item 5(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. 6. | |
| 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.
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