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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0001104659-20-092462 0001800227 XXXXXXXX LIVE 5 Common Stock, par value $0.01 per share 12/09/2025 false 0000789570 552953101 MGM Resorts International 3600 LAS VEGAS BLVD S LAS VEGAS NV 89109 Kendall Handler (212) 314-7300 IAC Inc. 555 West 18th Street New York NY 10011 0001800227 N IAC Inc. b OO N DE 65822350.00 0.00 65822350.00 0.00 65822350.00 N 24.07 CO * 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"). Common Stock, par value $0.01 per share MGM Resorts International 3600 LAS VEGAS BLVD S LAS VEGAS NV 89109 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 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 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(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. 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. IAC Inc. /s/ Kendall Handler Kendall Handler/Executive Vice President & Chief Legal Officer 12/09/2025