MGM’s Buyback Needed a Contract Change Because Its Largest Holder Grows Without Buying

"Consolidated revenue of $4.2 billion, a decrease of 1% compared to the prior year quarter." "Net loss attributable to MGM Resorts was $17 million in the current quarter compared to net loss attributable to MGM Resorts of $285 million in the prior year quarter." "Consolidated Adjusted EBITDA of $403 million in the current quarter compared to $506 million in the prior year quarter." The results came out on 28 October 2026, and the CFO’s quote in them points back at the amendment.

The Amendment Is About Arithmetic, Not Intent

Under the amendment, People, Diller and their controlled affiliates agreed to acquire no additional MGM securities that would result in an aggregate beneficial ownership interest in excess of 29.9% of MGM’s outstanding common stock. The carve-out is the point: an increase above that threshold "resulting from the Company’s own repurchases, redemptions or other acquisitions of its securities will not constitute a breach", as long as the covered entities buy nothing more while above the line.

A buyback does not change how many shares a holder owns. It changes the denominator. Without it, MGM’s share repurchases would have caused People, Diller and controlled affiliates to inadvertently breach their promise not to exceed 29.9% of MGM’s outstanding common stock, as MGM’s repurchases cause the number of shares outstanding, and thus the denominator used to calculate top shareholdings, to shrink.

26.5% Already, With 11% of the Share Count to Spare

The Schedule 13D amendment People filed on the same date puts its holding at 66,822,350 shares, or 26.5%. MGM’s weighted average basic shares outstanding this quarter were 251,964,000, as compared with 272,517,000 a year ago.

Staying below 29.9% is no longer a matter of not buying. To get from 26.5% to 29.9% without any additional purchases by People, Diller or affiliates would require MGM to retire about 28 million shares, or roughly 11% of the prevailing shares outstanding. That is the arithmetic of the carve-out, and no filing states it in those terms.

The Votes Above 25.73% Are Neutralised

On any matter other than a change of control, the covered entities vote everything above 25.73% of total voting power the same way the majority of other shares are voted. In connection with a change of control transaction, they vote as recommended by the Board of Directors, provided any transaction committee includes People’s designated directors, and the consideration payable on the covered entity shares per share is the same as for other MGM Resorts shares.

The CFO, Jonathan Halkyard, called it "a highly supportive framework that enables MGM Resorts to confidently pursue value-creating share repurchases" and tied it to "the repurchase of nearly half of our outstanding share count over the past five years".