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. 8)*
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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) |
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).
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:
(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
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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. 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.
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ATTACHMENTS / EXHIBITS