Las Vegas Sands (LVS) EVP and General Counsel reports RSU vesting and tax share sales

Rhea-AI Filing Summary

Las Vegas Sands Corp. executive Hudson D. Zachary reported routine equity award activity. On January 29, 2026, 10,353 restricted stock units vested and converted into the same number of common shares at $0 exercise price, with 2,553 shares withheld at $52.71 per share for taxes. On January 30, 2026, a further 8,077 units vested into common stock at $0, with 1,967 shares withheld at $52.73 per share for tax obligations. After these transactions, Zachary directly owned 27,645 shares of Las Vegas Sands common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hudson D. Zachary

(Last) (First) (Middle)

5420 S. DURANGO DRIVE

(Street)

LAS VEGAS NV 89113

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LAS VEGAS SANDS CORP [ LVS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and Global General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/29/2026		M		10,353	A	$0(1)	24,088	D
Common Stock	01/29/2026		F(2)		2,553	D	$52.71	21,535	D
Common Stock	01/30/2026		M		8,077	A	$0(1)	29,612	D
Common Stock	01/30/2026		F(2)		1,967	D	$52.73	27,645	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	01/29/2026		M			10,353	(4)	(4)	Common Stock	10,353	$0	10,667	D
Restricted Stock Units	(3)	01/30/2026		M			8,077	(5)	(5)	Common Stock	8,077	$0	0	D

Explanation of Responses:

1. Reflects restricted stock units that upon vesting settled in shares of Las Vegas Sands Corp. common stock ("Common Stock") on a one-for-one basis.

2. Reflects shares of Common Stock withheld to cover tax withholding obligations in connection with the vesting of the restricted stock units reported herein.

3. Each restricted stock unit represents a contingent right to receive one share of Common Stock.

4. Reflects a grant of 31,374 restricted stock units on January 29, 2024 that vests as to 33% on each of the first and second anniversaries of the date of grant and as to 34% on the third anniversary of the date of grant. Vested shares are scheduled to be delivered to the reporting person on each anniversary.

5. Reflects a grant of 23,756 restricted stock units on January 30, 2023 that vests as to 33% on each of the first and second anniversaries of the date of grant and as to 34% on the third anniversary of the date of grant. Vested shares are scheduled to be delivered to the reporting person on each anniversary.

Remarks:

	/s/ Judy Tomkins, Attorney-in-Fact	02/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did LVS executive Hudson D. Zachary report?

Hudson D. Zachary reported vesting of restricted stock units that converted into Las Vegas Sands common shares. On two dates in January 2026, units settled one-for-one into stock, with a portion of the new shares withheld to satisfy tax withholding obligations related to those equity awards.

How many Las Vegas Sands (LVS) shares did Hudson D. Zachary acquire and retain?

Zachary acquired 10,353 common shares on January 29, 2026 and 8,077 on January 30, 2026 from restricted stock unit vesting. After tax share withholding transactions, his directly held Las Vegas Sands common stock position stood at a reported total of 27,645 shares following the Form 4 transactions.

What were the tax withholding share sales reported for LVS by Hudson D. Zachary?

The filing shows shares withheld to cover taxes on vested restricted stock units. On January 29, 2026, 2,553 shares were withheld at $52.71. On January 30, 2026, 1,967 shares were withheld at $52.73, both described as covering tax withholding obligations on those equity awards.

What do the restricted stock unit (RSU) footnotes say in the LVS Form 4?

Footnotes explain each restricted stock unit represents a contingent right to receive one Las Vegas Sands common share. They reference earlier grants from 2023 and 2024 that vest in annual tranches of roughly 33%, 33%, and 34%, with vested shares scheduled for delivery on each anniversary.

What is Hudson D. Zachary’s role at Las Vegas Sands (LVS)?

The reporting person, Hudson D. Zachary, is identified as an officer of Las Vegas Sands Corp. His specific title in the filing is “EVP and Global General Counsel,” indicating he serves as the company’s executive vice president and top in-house legal officer overseeing legal affairs.