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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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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) |
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).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
PEOPLE INCORPORATED | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 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)
26.5 % | ||||||||
| 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
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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. 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.
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SCHEDULE A
CERTAIN INFORMATION CONCERNING EXECUTIVE OFFICERS AND DIRECTORS OF PEOPLE INCORPORATED
Directors and Executive Officers of Reporting Person. The following table sets forth as to each of the directors and executive officers, as applicable, of the Reporting Person: his or her name, citizenship, business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. Unless otherwise indicated, (i) the current business address of each person is 555 West 18th Street, New York, New York 10011, and (ii) the principal employer of each such individual is People Incorporated: the business address of which is 555 West 18th Street, New York, New York 10011.
| Name | Citizenship | Present Principal Occupation or Employment |
| Barry Diller Chairman |
United States | Chairman and Senior Executive of People Incorporated and the Chairman and Senior Executive of Expedia Group |
| Victor A. Kaufman Vice Chairman |
United States | Vice Chairman of People Incorporated |
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Tor Braham Director |
United States | Of Counsel at King, Holmes, Paterno and Soriano |
| Chelsea Clinton Director |
United States | Vice Chair of The Clinton Foundation and Co-Founder and Partner of Metrodora Ventures |
| Michael D. Eisner Director |
United States | Chairman of The Tornante Company, LLC |
| Bonnie S. Hammer Director |
United States | Former Vice Chairman of NBCUniversal |
| Bryan Lourd Director |
United States | Partner and Managing Director of Creative Arts Agency |
| David Rosenblatt Director |
United States | Chief Executive Officer of 1stdibs.com, Inc. |
|
Maria Seferian Director |
United States | President and Chief Legal Officer of Hillspire, LLC |
| Alan G. Spoon Director |
United States | Former General Partner and Partner Emeritus of Polaris Venture Partners |
| Alexander von Furstenberg Director |
United States | Founder and Chief Investment Officer of Ranger Global Advisors, LLC |
| Richard F. Zannino Director |
United States | Managing Director at CCMP Capital Advisors, LLC |
| Neil Vogel Chief Executive Officer |
United States | Chief Executive Officer of People Incorporated |
| Tim Quinn Chief Financial Officer |
United States | Chief Financial Officer of People Incorporated |