Diller's company quit its MGM bid. Its 26.5% stake grew mostly as MGM's share count fell
People Incorporated, Barry Diller's company, withdrew its $48.30-a-share proposal for MGM Resorts on Sept. 23, and MGM closed down 11% the next day. SEC filings show People bought about 2.1 million MGM shares from December through March, MGM's share count fell by 21.9 million from October to July, and an April agreement caps People's vote at 25.73%.
KeyVex News··6 min readFact-checked against 14 public recordsCorrection : An earlier version of this story said its chart could show every KeyVex filing for MGM. The chart's Filings switch shows a selection of them.
Correction : An earlier version of this story called Sept. 23 the day before the withdrawal became public. People Incorporated announced the withdrawal at 6:05 p.m. Eastern on Sept. 23, after the market closed, so MGM's $37.85 close that day was its last before the news.
The short version
- People Incorporated, the company Barry Diller chairs, withdrew its June 1 proposal to buy the MGM Resorts shares it does not own for $48.30 each, both companies announced after the market closed on Sept. 23.
- MGM closed down 11.0% at $33.69 on Sept. 24 and fell to $32.58 on Sept. 25, 32.5% below the offer price. It had not closed above $48.30 since June 29.
- People keeps 66.8 million MGM shares, 26.5% of the company. Its SEC filings show it bought about 2.1 million of them in December and March, while MGM's share count fell by 21.9 million from October 2025 to July 2026.
- Under an April voting agreement with MGM, People and Diller must cast any votes above 25.73% of MGM in the same proportion as other shareholders' votes.
- People's Sept. 24 filing says it may buy or sell MGM shares or explore a transaction with MGM. That evening, The Wall Street Journal reported that MGM was discussing a bid for People itself, according to Reuters; neither company commented to Reuters.
People Incorporated, which owns the publisher People Inc. and was called IAC until June, has withdrawn its proposal to buy all the MGM Resorts International shares it does not already own for $48.30 each in cash, the company said in a release issued at 6:05 p.m. Eastern on Sept. 23.People release MGM confirmed the withdrawal at 6:27 p.m. and said it will continue as a standalone company.MGM release
We didn't feel the mix was coming together in the way we had hoped
Diller said People had decided "not to pursue taking the company private at this time" and still holds about 27% of MGM (26.5% in its SEC filing). He said People remains "open to and interested in" a strategic transaction with MGM.8-K MGM said a special committee of its board had negotiated with People over the past several months. Its chairman, Paul Salem, cited the company's Las Vegas and regional properties, BetMGM, MGM China and its planned Osaka resort as sources of value.MGM release
MGM closed at $33.69 on Sept. 24, down 11.0% from $37.85, and at $32.58 on Sept. 25.Chart data People's own shares closed little changed on Sept. 24, at $35.93, and closed up 11.3% at $40.00 on Sept. 25, after the report described below.PPLI
What People proposed in June
In a June 1 letter to MGM's board, Diller proposed to pay $48.30 a share in cash for the rest of MGM and take it private. The letter said People would own "just over a majority" of MGM after the deal, with other investors holding the rest, and that it expected MGM's management to stay. It said the deal would have no financing condition, and that People was confident it could fund the price while keeping "prudent leverage," based on cash at People and MGM and preliminary talks with other equity investors and financing sources.Letter
Diller, who sits on MGM's board, wrote that he would recuse himself from the board's deliberations. The letter also said People had no intention of selling its MGM stake or of supporting a deal that would hand control of MGM to another party or meaningfully dilute its interest.Letter At the share count MGM reported for April 27, the offer valued the shares People did not own at about $9.1 billion.13D/A
MGM's stock jumped to $50.69 on June 1, above the offer price. It closed above $48.30 for the last time on June 29 and slid through the summer, to $37.85 on Sept. 23, its last close before the withdrawal was announced that evening.Chart data
Andrew Woods, director of the Center for Business and Economic Research at the University of Nevada, Las Vegas, told KSNV News 3 that the financing structure was a major hurdle. "He was using a lot of debt to complete his takeover of MGM to take it private," Woods said, and "given the environment we are in, that is just not going to pencil for him and his investors."KSNV People's June 1 announcement had said it expected to pay with cash at People and MGM plus "additional debt and equity funding commitments."8-K David Schwartz, a UNLV gaming historian, told the station that Diller "is not ruling out acquiring it, the whole thing, outright."KSNV
How People's stake grew
People has reported its MGM holding in nine amendments to a Schedule 13D first filed in August 2020. In December 2025, IAC, as it was then called, said it had bought 1,098,748 MGM shares on Dec. 5 for about $40 million, and that its percentage of MGM had "passively increased" before that purchase because MGM's share repurchases had reduced the number of shares outstanding. It then held 65.8 million shares, 24.07% of the company.13D/A On March 23 and 24, 2026, it bought 1 million more for about $37.2 million, taking its stake to 26.1%.13D/A
Its reported holding has not changed since. People's Sept. 24 amendment reports 66,822,350 shares, the same number as in March, and no trades in the past 60 days, but the stake is now 26.5%. The difference is the denominator: the filing measures the stake against 251.6 million MGM shares outstanding as of July 27, down from 273.5 million on Oct. 27, 2025, the count behind the December filing.13D/A13D/A MGM's quarterly report shows it bought 4.3 million of its own shares in May at an average $37.64, and none in April or June.10-Q By KeyVex's calculation, People's percentage has risen about 2.9 points since just before its December purchase: about 0.8 points from the 2.1 million shares it bought and about 2.1 points from MGM's smaller share count.13D/A13D/A
View the data
| Filing | People Incorporated (formerly IAC) | All other shares outstanding | Total shares outstanding | Source |
|---|---|---|---|---|
| Amendment 5, Dec. 9, 2025 Share count as of Oct. 27, 2025 | 65,822,350 | 207,684,090 | 273,506,440 | 13D/A |
| Amendment 6, March 25, 2026 Share count as of Feb. 9, 2026 | 66,822,350 | 189,006,169 | 255,828,519 | 13D/A |
| Amendment 8, June 1, 2026 Share count as of April 27, 2026 | 66,822,350 | 189,028,885 | 255,851,235 | 13D/A |
| Amendment 9, Sept. 24, 2026 Share count as of July 27, 2026 | 66,822,350 | 184,770,406 | 251,592,756 | 13D/A |
People's holding rose by 1 million shares after December; MGM's share count fell by 21.9 million from October 2025 to July 2026. Percentages here are KeyVex's arithmetic; the filings round them to 24.07%, 26.1%, 26.1% and 26.5%. Source: Schedule 13D amendments 5, 6, 8 and 9.
The voting cap
On April 3, MGM signed a voting agreement with IAC and Diller. At any shareholder vote, IAC, Diller and their affiliates must vote any MGM shares above 25.73% of the voting power in the same proportion as MGM's other shareholders' votes.8-K By KeyVex's calculation, 25.73% was IAC's stake before its March purchases, measured against the share count in its March filing. At the 26.5% People reports now, about 2.1 million of its shares are above the cap.13D/A
The agreement ends automatically if the group's ownership falls below 17.5%, if MGM's board fails to nominate two qualified directors designated by IAC when IAC asks for two, or on a change of control of MGM. When it was signed, Diller counted as IAC's designee on the board.8-K People disclosed the same terms in its own 13D amendment.13D/A
What People says it may do next
People's Sept. 24 amendment says it will review its MGM investment on a continuing basis and may, depending on MGM's finances, its share price and market conditions, buy or sell MGM shares, change its investment purpose, or explore a transaction with MGM.13D/A At the Sept. 25 close, its 66.8 million shares were worth about $2.18 billion, down from about $2.53 billion at the Sept. 23 close, before the withdrawal was announced.Chart data
On the evening of Sept. 24, The Wall Street Journal reported that MGM was discussing a bid to buy People itself, and that MGM could make a proposal in the coming days if it decided to proceed, according to Reuters. People declined to comment and MGM did not immediately respond, Reuters said. It said People's shares rose 9% after the bell.ReutersInvesting.com Neither company has filed anything with the SEC about such talks as of Sept. 27.13D/A
Key dates
- IAC buys 1,098,748 MGM shares for about $40 million; stake 24.07%.13D/A
- IAC buys 1 million more for about $37.2 million; stake 26.1%.13D/A
- MGM, IAC and Diller sign the voting agreement with the 25.73% cap.8-K
- People proposes $48.30 a share for the rest of MGM.Letter MGM closes at $50.69.Chart data
- MGM's last close above the offer price, $49.69.Chart data
- After the close, People withdraws the proposal and MGM confirms it.People releaseMGM release
- People files its 8-K and 13D amendment. MGM closes down 11.0% at $33.69.13D/AChart data That evening, The Wall Street Journal reports MGM is discussing a bid for People, according to Reuters.Reuters
The paper trail
The SEC filings on People's MGM stake, the voting agreement and the bid, Dec. 9, 2025 through Sept. 24, 2026, plus the MGM report behind the latest share count, with the time EDGAR accepted each one.
| Filed (ET) | Form | Filer | What it shows |
|---|---|---|---|
| Dec. 9, 2025, 4:56 p.m. | 13D/A | IAC | Amendment 5: bought 1,098,748 shares on Dec. 5; stake 24.07%, partly from MGM's buybacks. |
| March 25, 7:13 p.m. | 13D/A | IAC | Amendment 6: bought 1 million shares on March 23 and 24; stake 26.1%. |
| April 7, 4:30 p.m. | 8-K | MGM | Voting agreement with IAC and Barry Diller, signed April 3. |
| April 7, 4:30 p.m. | 8-K | IAC | The same voting agreement, filed by IAC. |
| April 7, 4:31 p.m. | 13D/A | IAC | Amendment 7: the same voting agreement. |
| April 7, 4:33 p.m. | DEFA14A | MGM | Proxy supplement summarizing the voting agreement for shareholders. |
| June 1, 9:41 a.m. | 8-K | IAC | Press release on the $48.30 proposal, including the planned debt and equity funding. |
| June 1, 9:43 a.m. | 13D/A | IAC | Amendment 8 with Diller's letter proposing $48.30 a share. |
| July 29, 4:19 p.m. | 10-Q | MGM | 251.6 million shares outstanding on July 27; 4.3 million repurchased in May. |
| Sept. 24, 8:02 a.m. | 13D/A | People Incorporated | Amendment 9: proposal withdrawn; 26.5% stake; may buy, sell or explore a transaction. |
| Sept. 24, 8:04 a.m. | 8-K | People Incorporated | Press release on the withdrawal. |
What to watch
SEC deadline for MGM's and People's third-quarter reports. MGM's will give a new share count, the base for People's percentage.
Sources
Public records
- People Incorporated, Schedule 13D/A (Amendment No. 9) on MGM Resorts InternationalSEC EDGAR · Sept. 24, 2026
- People Incorporated, Form 8-K, Exhibit 99.1: "People Incorporated Withdraws Proposal to Purchase All Public Shares of MGM Resorts International"SEC EDGAR · Sept. 24, 2026
- IAC Inc. (now People Incorporated), Form 8-K, Exhibit 99.1: press release on the MGM proposalSEC EDGAR · June 1, 2026
- IAC Inc., Form 8-K: voting agreement with MGM Resorts and Barry DillerSEC EDGAR · April 7, 2026
- MGM Resorts International, DEFA14A: summary of the voting agreementSEC EDGAR · April 7, 2026
- IAC Inc., Schedule 13D/A (Amendment No. 8) on MGM Resorts InternationalSEC EDGAR · June 1, 2026
- People Incorporated letter to MGM's board proposing $48.30 a share (Exhibit 99.1 to Amendment No. 8)SEC EDGAR · June 1, 2026
- IAC Inc., Schedule 13D/A (Amendment No. 7) on MGM Resorts InternationalSEC EDGAR · April 7, 2026
- IAC Inc., Schedule 13D/A (Amendment No. 6) on MGM Resorts InternationalSEC EDGAR · March 25, 2026
- IAC Inc., Schedule 13D/A (Amendment No. 5) on MGM Resorts InternationalSEC EDGAR · Dec. 9, 2025
- MGM Resorts International, Form 8-K: voting agreement with IAC Inc. and Barry DillerSEC EDGAR · April 7, 2026
- MGM Resorts International, Form 10-Q for the quarter ended June 30, 2026SEC EDGAR · July 29, 2026
- "MGM Resorts International's Board of Directors Confirms Commitment to Execution of MGM Resorts' Strategy as a Standalone Company"MGM Resorts International (PR Newswire) · Sept. 23, 2026
- "People Incorporated Withdraws Proposal to Purchase All Public Shares of MGM Resorts International"People Incorporated (PR Newswire) · Sept. 23, 2026
Reporting
- "Barry Diller withdraws MGM Resorts bid after Caesars buyout approval"KSNV News 3 Las Vegas · Sept. 24, 2026
- "MGM discusses bid for Barry Diller's People Inc, WSJ reports" (as syndicated)Reuters · Sept. 24, 2026
- "MGM Resorts weighs potential takeover bid for Barry Diller's People Inc., WSJ says"Investing.com (via Yahoo Finance) · Sept. 24, 2026
Data
- End-of-day prices for MGM and PPLI, and for SPY and QQQ on the chart (Tiingo)KeyVex · through Sept. 25, 2026
- The chart's Filings layer: KeyVex's Congress trade, insider trade, Form 144, 8-K and lobbying records for MGMKeyVex · through Sept. 25, 2026
How we got these numbers
- Prices are end-of-day closes as traded, not adjusted for dividends. Daily moves are close to close. Every MGM close in the chart's Story range is in its data table. The S&P 500 and Nasdaq 100 lines follow SPY and QQQ, also as traded, rebased to MGM's close at the start of the range shown. The Filings switch shows the filing markers from KeyVex's MGM stock page: a selection, not every filing, and not only those tied to this story.
- Stake percentages in the bar chart divide People's reported shares by the share count each 13D amendment cites; the filings' own rounded figures are given in the caption. The 2.1 million shares above the voting cap are People's 66,822,350 shares minus 25.73% of the 251,592,756 shares in its latest filing, and ignore any MGM shares Diller holds personally or any change in the count since July 27.
- The $9.1 billion value of the shares People did not own is $48.30 times 189,028,885 shares: MGM's April 27 count of 255,851,235 minus People's 66,822,350. Stake values are People's shares times the close on the date given. The 2.9-point rise compares 64,723,602 shares (the holding before the Dec. 5 purchase) of 273,506,440 with 66,822,350 of 251,592,756; the purchase effect is 2,098,748 divided by 251,592,756. The 25.73% figure for IAC's pre-March stake is 65,822,350 divided by 255,828,519.
- People Incorporated, which owns the publisher People Inc., was named IAC Inc. until June 2026; filings before the change are under that name.






