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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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MGM Resorts International (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
552953101 (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) |
12/09/2025 (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. | 552953101 |
| 1 |
Name of reporting person
IAC Inc. | ||||||||
| 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
65,822,350.00 | ||||||||
| 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)
24.07 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
* Percentage calculated on the basis of 273,506,440 shares of common stock, par value $0.01, of the Issuer ("Common Stock") issued and outstanding as of October 27, 2025 (based upon information contained in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025).
Items 7, 9 and 11 reflect 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. 5 ("Amendment No. 5") 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 and Amendment No. 4, filed with the SEC on August 11, 2022, together, the "Schedule 13D"). The purpose of this Amendment No. 5 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. As a result of repurchases under this program subsequent to the filing of Amendment No. 4, the number of shares of outstanding Common Stock decreased, and consequently, the percentage of shares of Common Stock beneficially owned by the Reporting Person passively increased prior to the December 2025 Trades (as defined below). 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 second and third paragraphs with the following:
IAC today is comprised of category leading businesses, including People Inc. and Care.com, among others, and holds strategic equity positions in MGM Resorts International ("MGM") and Turo Inc. ("Turo").
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 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 December 5, Reporting Person purchased 1,098,748 Shares in a series of open market transactions with cash on hand for a total purchase price of approximately $40,011,018, including brokerage commissions (the "December 2025 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. 5, Reporting Person has beneficial ownership of approximately 65,822,350 Shares constituting approximately 24% 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 273,506,440 Shares issued and outstanding, which is the total number of Shares outstanding as of October 27, 2025 as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended September 30, 2025, filed with the SEC on October 29, 2025. | |
| (c) | Item 5(c) is hereby amended and supplemented by adding the following paragraph at the end of Item 5(c):
Except for the December 2025 Trades, there have been no transactions by the Reporting Person in the Shares during the past 60 days prior to Amendment No. 5. | |
| 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 IAC INC.
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 IAC Inc.: 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 IAC Inc. and the Chairman and Senior Executive of Expedia Group. |
| Victor A. Kaufman Vice Chairman |
United States | Vice Chairman of IAC Inc. |
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Tor Braham Director |
United States | Of Counsel at King, Holmes, Paterno and Soriano |
| Chelsea Clinton Director |
United States | Vice Chair, The Clinton Foundation, and Co-Founder and Partner, Metrodora Ventures |
| Michael D. Eisner Director |
United States | Chairman of The Tornante Company, LLC. |
| Bonnie S. Hammer Director |
United States | Former Vice Chairman of NBC Universal |
| 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, 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. |
| Chris Halpin Executive Vice President, Chief Operating Officer and Chief Financial Officer |
United States | Executive Vice President, Chief Operating Officer and Chief Financial Officer of IAC Inc. |
| Kendall Handler Executive Vice President, Chief Legal Officer and Secretary |
United States | Executive Vice President, Chief Legal Officer and Secretary of IAC Inc. |
SCHEDULE B
BENEFICIAL OWNERSHIP OF EXECUTIVE OFFICERS AND DIRECTORS OF IAC INC.
The following table sets forth, as of the date hereof, the number and percentage of Shares of Issuer that is beneficially owned by each Covered Person.
| Name | Shares Beneficially Owned | Percentage
of Shares Beneficially Owned |
| Barry Diller | 0 | * |
| Victor A. Kaufman | 0 | * |
| Tor Braham | 0 | * |
| Chelsea Clinton | 0 | * |
| Michael D. Eisner | 0 | * |
| Bonnie S. Hammer | 0 | * |
| Bryan Lourd | 0 | * |
| David Rosenblatt | 0 | * |
| Maria Seferian | 0 | * |
| Alan G. Spoon | 53 | * |
| Alexander von Furstenberg | 0 | * |
| Richard F. Zannino | 0 | * |
| Chris Halpin | 0 | * |
| Kendall Handler | 0 | * |
* Less than 1% of the class beneficially owned.