MGM's buybacks can lift Diller's company past its 29.9% cap, but not its say on most votes
MGM Resorts and Barry Diller's People Incorporated amended their voting agreement on Oct. 27, filings show. MGM, which bought back no stock from July through September, had $1.4 billion of buyback room left at Sept. 30.
KeyVex News··6 min readFact-checked against 12 public recordsKeyVex News··6 min readFact-checked against 12 public records
MGM$31.02▲ 1.5%Close, Nov. 3. Prices from Tiingo.Follow-upThis story follows our Sept. 27 report, Diller's company got more of MGM mostly without buying. Adds the Oct. 27 amendment to MGM's voting agreement with People Incorporated, MGM's third-quarter report, and purchases since then by funds a director runs.
The short versionTap to readTap to close
- MGM's release and its chief executive described a limit: Diller's company may not buy more MGM stock once it owns 29.9%.
- The agreement, and MGM's 8-K summary of it, add an exception. When MGM buys back shares, fewer are left, so People's same shares become a bigger slice. Passing 29.9% that way is not a breach.
- MGM had $1.4 billion left in its approved buyback budget at Sept. 30. By KeyVex's math at the Nov. 3 close, about $916 million of buybacks would bring People to 29.9%.
- A bigger slice would not mean a bigger say on most votes: People's shares above 25.73% must vote the way most of MGM's other holders vote.
- MGM bought back no stock from July through September. Its finance chief said on the Oct. 28 call that the circumstances behind that "are now concluded."
The agreement: Barry Diller's company, People Incorporated, agreed with MGM Resorts on Oct. 27 not to buy MGM stock past 29.9% of the shares outstanding, MGM disclosed on Oct. 28.8-K The limit covers People, Diller and the companies they control.Exhibit 10.1 People, which MGM's chairman calls its largest shareholder, owns 66.8 million shares, about 26.4% of MGM.Release13D/A10-Q
The fine print: MGM's press release described a cap on buying.Release The agreement adds what happens when MGM itself buys back stock: a rise above 29.9% "resulting from any repurchase, redemption or other acquisition of securities by the Company shall not constitute a breach." People only has to stop buying while it is above the line.Exhibit 10.1
Why it matters: MGM had $1.4 billion left for buybacks at Sept. 30. By KeyVex's math at the Nov. 3 close, spending it all could lift People to about 32.1% without People buying a share.10-QChart data The extra stake would carry little extra say on ordinary votes: People's shares above 25.73% must vote the way most of MGM's other holders vote.Exhibit 10.18-K
The background: People, then called IAC, offered $48.30 a share on June 1 for the MGM shares it did not own, and withdrew the offer on Sept. 23.13D/A13D/A Diller is an MGM director.Release KeyVex reported on Sept. 27 that most of People's rise as a holder since December 2025 had come from MGM's shrinking share count, not from People's own buying.KeyVex News The new agreement addresses that effect directly.Exhibit 10.1
MGM's stock and the People agreement's key datesDaily close, March 2 to Nov. 3, 2026 ▼ 13.2%Show chartHide chart
- 1April 7, 2026 MGM discloses its voting agreement with IAC and Barry Diller. Signed April 3. IAC's votes above 25.73% must be cast in the same proportion as other holders' votes.
- 2June 1, 2026 People Incorporated offers $48.30 a share for the MGM shares it does not own. MGM closes at $50.69.
- 3Sept. 24, 2026 First trading day after People withdraws its offer. MGM closes at $33.69.
- 4Oct. 28, 2026 MGM files the amended agreement before the open. It reports a third-quarter loss after the close. MGM closes at $27.27.
- 5Nov. 3, 2026 The last close before this story. $31.02, up 13.8% from Oct. 28.
View the data (172 trading days)
| Date | Close | Day change |
|---|---|---|
| 2026-11-03 | $31.02 | +1.5% |
| 2026-11-02 | $30.56 | +2.0% |
| 2026-10-30 | $29.96 | +3.9% |
| 2026-10-29 | $28.83 | +5.7% |
| 2026-10-28 | $27.27 | −2.6% |
| 2026-10-27 | $27.99 | −1.9% |
| 2026-10-26 | $28.54 | +1.7% |
| 2026-10-23 | $28.06 | −4.9% |
| 2026-10-22 | $29.50 | +2.2% |
| 2026-10-21 | $28.87 | −0.1% |
| 2026-10-20 | $28.90 | +1.5% |
| 2026-10-19 | $28.47 | −0.5% |
| 2026-10-16 | $28.60 | −3.0% |
| 2026-10-15 | $29.48 | +1.8% |
| 2026-10-14 | $28.96 | −1.5% |
| 2026-10-13 | $29.40 | +0.3% |
| 2026-10-12 | $29.32 | +0.2% |
| 2026-10-09 | $29.27 | −2.5% |
| 2026-10-08 | $30.01 | 0.0% |
| 2026-10-07 | $30.00 | −1.8% |
| 2026-10-06 | $30.54 | +1.2% |
| 2026-10-05 | $30.17 | −1.0% |
| 2026-10-02 | $30.48 | 0.0% |
| 2026-10-01 | $30.47 | −1.9% |
| 2026-09-30 | $31.05 | −1.5% |
| 2026-09-29 | $31.52 | −1.1% |
| 2026-09-28 | $31.86 | −2.2% |
| 2026-09-25 | $32.58 | −3.3% |
| 2026-09-24 | $33.69 | −11.0% |
| 2026-09-23 | $37.85 | −2.7% |
| 2026-09-22 | $38.90 | +0.4% |
| 2026-09-21 | $38.73 | +2.4% |
| 2026-09-18 | $37.81 | −1.3% |
| 2026-09-17 | $38.31 | −0.2% |
| 2026-09-16 | $38.39 | −2.1% |
| 2026-09-15 | $39.22 | −1.5% |
| 2026-09-14 | $39.83 | −0.2% |
| 2026-09-11 | $39.89 | −2.1% |
| 2026-09-10 | $40.73 | +0.2% |
| 2026-09-09 | $40.66 | −0.2% |
| 2026-09-08 | $40.74 | −1.2% |
| 2026-09-04 | $41.22 | +0.2% |
| 2026-09-03 | $41.13 | −0.7% |
| 2026-09-02 | $41.44 | +1.6% |
| 2026-09-01 | $40.77 | −1.4% |
| 2026-08-31 | $41.36 | −2.2% |
| 2026-08-28 | $42.28 | −1.6% |
| 2026-08-27 | $42.97 | −1.1% |
| 2026-08-26 | $43.46 | +0.3% |
| 2026-08-25 | $43.34 | −0.8% |
| 2026-08-24 | $43.69 | −0.1% |
| 2026-08-21 | $43.74 | +1.3% |
| 2026-08-20 | $43.17 | −0.1% |
| 2026-08-19 | $43.22 | −0.2% |
| 2026-08-18 | $43.32 | −1.1% |
| 2026-08-17 | $43.78 | −0.7% |
| 2026-08-14 | $44.10 | +0.1% |
| 2026-08-13 | $44.07 | +0.2% |
| 2026-08-12 | $43.98 | −0.3% |
| 2026-08-11 | $44.13 | +1.8% |
| 2026-08-10 | $43.36 | −2.5% |
| 2026-08-07 | $44.47 | −0.5% |
| 2026-08-06 | $44.70 | +0.4% |
| 2026-08-05 | $44.51 | −2.6% |
| 2026-08-04 | $45.72 | +2.7% |
| 2026-08-03 | $44.50 | −0.2% |
| 2026-07-31 | $44.57 | −2.4% |
| 2026-07-30 | $45.66 | −0.4% |
| 2026-07-29 | $45.83 | −0.8% |
| 2026-07-28 | $46.20 | −0.2% |
| 2026-07-27 | $46.30 | +1.7% |
| 2026-07-24 | $45.54 | +1.2% |
| 2026-07-23 | $44.99 | −1.1% |
| 2026-07-22 | $45.49 | −0.4% |
| 2026-07-21 | $45.67 | −1.4% |
| 2026-07-20 | $46.34 | +0.5% |
| 2026-07-17 | $46.13 | −1.6% |
| 2026-07-16 | $46.90 | +0.1% |
| 2026-07-15 | $46.84 | +0.4% |
| 2026-07-14 | $46.67 | −1.2% |
| 2026-07-13 | $47.24 | +0.8% |
| 2026-07-10 | $46.88 | +0.9% |
| 2026-07-09 | $46.44 | −0.3% |
| 2026-07-08 | $46.60 | −0.1% |
| 2026-07-07 | $46.64 | −0.5% |
| 2026-07-06 | $46.88 | −0.5% |
| 2026-07-02 | $47.10 | −0.9% |
| 2026-07-01 | $47.52 | −0.6% |
| 2026-06-30 | $47.81 | −3.8% |
| 2026-06-29 | $49.69 | +1.0% |
| 2026-06-26 | $49.19 | +4.2% |
| 2026-06-25 | $47.20 | +0.2% |
| 2026-06-24 | $47.09 | +0.4% |
| 2026-06-23 | $46.92 | +0.8% |
| 2026-06-22 | $46.57 | −0.6% |
| 2026-06-18 | $46.84 | −0.2% |
| 2026-06-17 | $46.94 | −2.2% |
| 2026-06-16 | $47.98 | −1.3% |
| 2026-06-15 | $48.62 | −0.7% |
| 2026-06-12 | $48.97 | +3.7% |
| 2026-06-11 | $47.22 | +0.7% |
| 2026-06-10 | $46.91 | −0.5% |
| 2026-06-09 | $47.15 | −0.2% |
| 2026-06-08 | $47.26 | −0.5% |
| 2026-06-05 | $47.51 | −0.9% |
| 2026-06-04 | $47.94 | −0.7% |
| 2026-06-03 | $48.30 | −0.1% |
| 2026-06-02 | $48.36 | −4.6% |
| 2026-06-01 | $50.69 | +16.1% |
| 2026-05-29 | $43.67 | +1.7% |
| 2026-05-28 | $42.93 | +2.3% |
| 2026-05-27 | $41.95 | +9.1% |
| 2026-05-26 | $38.45 | +0.1% |
| 2026-05-22 | $38.40 | +2.0% |
| 2026-05-21 | $37.66 | +3.1% |
| 2026-05-20 | $36.51 | +1.4% |
| 2026-05-19 | $36.02 | −2.9% |
| 2026-05-18 | $37.09 | +0.3% |
| 2026-05-15 | $36.97 | +0.4% |
| 2026-05-14 | $36.81 | −1.6% |
| 2026-05-13 | $37.41 | +1.4% |
| 2026-05-12 | $36.90 | −1.1% |
| 2026-05-11 | $37.30 | −3.8% |
| 2026-05-08 | $38.79 | +1.8% |
| 2026-05-07 | $38.11 | −0.3% |
| 2026-05-06 | $38.21 | +0.8% |
| 2026-05-05 | $37.91 | −0.9% |
| 2026-05-04 | $38.24 | −0.7% |
| 2026-05-01 | $38.50 | −1.1% |
| 2026-04-30 | $38.94 | −0.8% |
| 2026-04-29 | $39.27 | −1.2% |
| 2026-04-28 | $39.74 | −2.0% |
| 2026-04-27 | $40.55 | +2.6% |
| 2026-04-24 | $39.54 | +1.5% |
| 2026-04-23 | $38.94 | −0.8% |
| 2026-04-22 | $39.24 | +0.3% |
| 2026-04-21 | $39.11 | −0.7% |
| 2026-04-20 | $39.40 | +2.1% |
| 2026-04-17 | $38.59 | +0.3% |
| 2026-04-16 | $38.49 | +0.3% |
| 2026-04-15 | $38.36 | +4.4% |
| 2026-04-14 | $36.73 | −0.1% |
| 2026-04-13 | $36.75 | −1.5% |
| 2026-04-10 | $37.32 | +1.1% |
| 2026-04-09 | $36.93 | −0.5% |
| 2026-04-08 | $37.10 | −2.1% |
| 2026-04-07 | $37.89 | +0.8% |
| 2026-04-06 | $37.60 | +2.5% |
| 2026-04-02 | $36.68 | −0.3% |
| 2026-04-01 | $36.78 | −0.6% |
| 2026-03-31 | $37.01 | +3.9% |
| 2026-03-30 | $35.62 | −1.9% |
| 2026-03-27 | $36.32 | −3.3% |
| 2026-03-26 | $37.57 | +0.2% |
| 2026-03-25 | $37.49 | +1.0% |
| 2026-03-24 | $37.11 | +0.4% |
| 2026-03-23 | $36.95 | +4.5% |
| 2026-03-20 | $35.37 | −4.8% |
| 2026-03-19 | $37.14 | +2.1% |
| 2026-03-18 | $36.37 | −1.3% |
| 2026-03-17 | $36.86 | +2.4% |
| 2026-03-16 | $35.98 | −1.9% |
| 2026-03-13 | $36.68 | +1.0% |
| 2026-03-12 | $36.30 | 0.0% |
| 2026-03-11 | $36.29 | +3.7% |
| 2026-03-10 | $35.00 | −1.8% |
| 2026-03-09 | $35.64 | +0.2% |
| 2026-03-06 | $35.57 | −4.2% |
| 2026-03-05 | $37.13 | +1.2% |
| 2026-03-04 | $36.68 | +2.3% |
| 2026-03-03 | $35.85 | +0.4% |
| 2026-03-02 | $35.72 |
MGM closed at $31.02 on Nov. 3, below People's $48.30 offer every trading day after June 29. Source: Tiingo end-of-day closes, as traded, via KeyVex.
What the agreement says about buybacks
provided, further, that any increase in the Covered Entities' aggregate Beneficial Ownership above the Cap resulting from any repurchase, redemption or other acquisition of securities by the Company shall not constitute a breach of this Section 4, so long as the Covered Entities do not acquire any additional securities of the Company (including Derivative Securities) while such ownership exceeds 29.9%.
On the call, chief executive Bill Hornbuckle said the change "restricts them from purchasing additional shares once their ownership reaches 29.9%," according to a Motley Fool transcript.Transcript MGM's 8-K summary of the amendment spells out the buyback exception.8-K
The share count does the rest. For People's 66.8 million shares to reach 29.9%, MGM would have to retire about 29.5 million of its 253.0 million shares, by KeyVex's math. At the Nov. 3 close of $31.02, that is about $916 million of buybacks.10-QChart data
View the data
| Amount | Note | |
|---|---|---|
| People's stake, Oct. 26 (66.8 million shares of 253.0 million, Oct. 26) | 26.4% | 66,822,350 / 253,010,547 = 26.41%. People's own filing rounds it to 26.5% on an earlier share count |
| The cap on People's buying (Set by the Oct. 27 amendment) | 29.9% | People may not buy past it. A rise above it from MGM's own buybacks is not a breach |
| Hypothetical: MGM spends all $1.4 billion (At the Nov. 3 close of $31.02. KeyVex's math, not a forecast) | 32.1% | $1.4 billion / $31.02 = about 45.1 million shares retired; 66,822,350 / about 207.9 million = 32.1%. People buys nothing |
The math holds People's 66,822,350 shares fixed and assumes MGM spends all $1.4 billion at $31.02 a share. A higher price buys fewer shares. Sources: People's Schedule 13D, Amendment No. 10; MGM Form 10-Q; KeyVex closes.
What a bigger stake would and would not give People
The April agreement already limited People's votes: on every matter, its votes above 25.73% had to be cast in the same proportion as other holders' votes.8-K The amendment keeps the 25.73% threshold but changes the rule. On ordinary matters, those extra votes now go the way most other holders vote, leaving out MGM's own directors and officers. A vote on a change of control has its own rule.Exhibit 10.18-K
On a vote on a change of control, such as a sale of MGM, People and Diller must now vote all their shares as MGM's board recommends, if four conditions are met. Among them: an unaffiliated buyer, and the same price per share for People as for everyone else. If any condition fails, they may vote freely.Exhibit 10.1 For as long as People complies, MGM agreed not to adopt a shareholder rights plan, a defense that makes it costly for a big holder to keep buying, or any other defense aimed at People.Exhibit 10.1
The agreement ends on a change of control of MGM. Under the amendment, People coming to hold a majority of MGM's votes would not count as one for that purpose unless MGM's board approves it as one.8-KExhibit 10.1
MGM says it plans to buy back stock again
MGM's chairman, Paul Salem, said in the release that the agreement gives the board "a clear path to maximize value through share repurchases and a change of control transaction, if applicable," in line with its fiduciary duties.Release MGM bought back about 7 million shares for $253 million in the first nine months of 2026, and none from July through September.10-Q "We chose not to repurchase shares in the third quarter because of just the circumstances surrounding the company," finance chief Jonathan Halkyard said on the call.Transcript
Halkyard said MGM's balance sheet would let it, "if we do see that opportunity, to take leverage up a little bit." He tied that to what he called a dislocation between MGM's value and its cash flows. He also said MGM expects to put about $1 billion a year into its Japan resort in 2027 and 2028, and that "our opportunities to repurchase our shares will be impacted by that somewhat."Transcript
MGM reported a net loss attributable to the company of $17 million, against a loss of $285 million a year earlier. Its adjusted earnings before interest, taxes, depreciation and amortization fell to $403 million from $506 million.8-K JPMorgan analyst Dan Politzer said on the call that MGM's revenue per available room on the Las Vegas Strip had declined for, he thought, "8 consecutive quarters."Transcript
We are done, and I meant that.
The agreement does not commit either side to a deal. MGM said it "does not obligate MGM Resorts or the Covered Entities to pursue or enter into any transaction and none is contemplated."Release How much MGM buys back, and how close People comes to 29.9%, will show in MGM's annual report for 2026. Its last one was filed Feb. 11, 2026.10-K
Also in the filings: funds run by a director bought $51.7 million of MGM
Nothing in the records below ties these purchases to the People agreement. Funds advised by Corvex Management, the investment firm MGM director Keith Meister founded and whose general partner he controls, bought about 1.75 million MGM shares on Oct. 30 and Nov. 2 for about $51.7 million, his Form 4 shows.Form 4 Meister chaired MGM's audit committee as of its March proxy statement.DEF 14A The filing does not mark the purchases as made under a trading plan.Form 4
The Form 4 puts Corvex's funds at 7.09 million shares after the purchases, about 2.8% of MGM. They held 5.35 million shares in MGM's March proxy statement.Form 4DEF 14A
What to watch
MGM's annual report for 2026, with its fourth-quarter buybacks. The last two were filed Feb. 11, 2026, and Feb. 18, 2025.
MGM's proxy statement, with People's stake on the share count MGM's buybacks leave. The last was filed March 27, 2026.
The paper trail
The filings this story uses, March 27 through Nov. 3, 2026, with the time EDGAR accepted each one after the proxy.
| Filed (ET) | Form | Filer | What it shows |
|---|---|---|---|
| March 27 | DEF 14A | MGM Resorts | Proxy statement: Meister chairs the audit committee; Corvex funds hold 5,347,978 shares. |
| April 7, 4:30 p.m. | 8-K | MGM Resorts | The April 3 voting agreement: IAC's votes above 25.73% cast in the same proportion as other holders'. |
| June 1, 9:43 a.m. | 13D/A | IAC (now People) | Amendment No. 8: the $48.30-a-share proposal for the shares IAC did not own. |
| Sept. 24, 8:02 a.m. | 13D/A | People Incorporated | Amendment No. 9: the proposal withdrawn on Sept. 23. |
| Oct. 28, 9:00 a.m. | 8-K | MGM Resorts | The Oct. 27 amendment, with the agreement (Exhibit 10.1) and the release (Exhibit 99.1). |
| Oct. 28, 10:15 a.m. | 13D/A | People Incorporated | Amendment No. 10: 66,822,350 shares, about 26.5%; no trades in the past 60 days. |
| Oct. 28, 4:15 p.m. | 8-K | MGM Resorts | Third-quarter results: a $17 million loss; adjusted EBITDA of $403 million. |
| Oct. 28, 4:19 p.m. | 10-Q | MGM Resorts | No buybacks in the quarter; $1.4 billion of authority left; 253,010,547 shares at Oct. 26. |
| Nov. 3, 4:35 p.m. | 4 | Keith Meister | Bought 1,745,592 shares Oct. 30 and Nov. 2 for funds Corvex advises. No trading plan marked. |
Related coverage
Sources
16 sources, 12 of them public records
Public records
- MGM Resorts International, Form 8-K: amendment to the voting agreement with People Incorporated and Barry DillerSEC EDGAR · Oct. 28, 2026
- Exhibit 10.1: Amendment No. 1 to the Voting Agreement, dated Oct. 27, 2026SEC EDGAR · Oct. 28, 2026
- Exhibit 99.1: "MGM Resorts International and People Incorporated Enter into Amended Voting Agreement"SEC EDGAR · Oct. 28, 2026
- People Incorporated, Schedule 13D/A on MGM Resorts International, Amendment No. 10SEC EDGAR · Oct. 28, 2026
- MGM Resorts International, Form 10-Q for the quarter ended Sept. 30, 2026SEC EDGAR · Oct. 28, 2026
- MGM Resorts International, Form 8-K, Exhibit 99.1: third-quarter 2026 resultsSEC EDGAR · Oct. 28, 2026
- MGM Resorts International, Form 8-K: voting agreement with IAC Inc. and Barry DillerSEC EDGAR · April 7, 2026
- IAC Inc., Schedule 13D/A on MGM Resorts International, Amendment No. 8SEC EDGAR · June 1, 2026
- People Incorporated, Schedule 13D/A on MGM Resorts International, Amendment No. 9SEC EDGAR · Sept. 24, 2026
- Form 4, Keith A. MeisterSEC EDGAR · Nov. 3, 2026
- MGM Resorts International, definitive proxy statement (DEF 14A)SEC EDGAR · March 27, 2026
- MGM Resorts International, Form 10-K for 2025SEC EDGAR · Feb. 11, 2026
Rules and references
- "Diller's company quit its MGM bid. Its 26.5% stake grew mostly as MGM's share count fell"KeyVex News · Sept. 27, 2026
Reporting
- "MGM Resorts (MGM) Q3 2026 Earnings Call Transcript"The Motley Fool · Oct. 29, 2026
Data
- End-of-day prices for MGM, and SPY and QQQ on the chart (Tiingo)KeyVex · through Nov. 3, 2026
- The chart's Filings layer: KeyVex's Congress trade, insider trade, Form 144, 8-K and lobbying records for MGMKeyVex · through Nov. 3, 2026
How we got these numbers
- Prices are end-of-day closes as traded, not adjusted for dividends. Daily moves are close to close. 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 of congressional trades, insider trades, Form 144 notices, 8-Ks and lobbying filings: not every filing, and not only those tied to this story.
- People's stake is its 66,822,350 shares (Schedule 13D, Amendment No. 10) over the 253,010,547 MGM shares outstanding on Oct. 26, 2026 (the 10-Q cover), or 26.41%. People's filing gives 26.5%, on an earlier share count.
- The buyback math is KeyVex's, at one price: 66,822,350 / 0.299 = about 223.5 million shares, so MGM would retire about 29.5 million shares to bring People to 29.9%, or about $916 million at the Nov. 3 close of $31.02. $1.4 billion at $31.02 is about 45.1 million shares, which would leave about 207.9 million outstanding and put People at about 32.1%. It ignores new shares MGM issues for stock awards and any change in People's holdings. It is arithmetic on the agreement's terms, not a forecast of what MGM will do.
- Meister's dollar amount is each purchase's shares times its weighted average price on the Form 4: 233,998 at $28.92, 1,504,076 at $29.75 and 7,518 at $30.24, about $51.74 million. His 2.8% uses the same Oct. 26 share count.
- Quotes from MGM's Oct. 28 call are from the transcript The Motley Fool published.