LVS (NYSE: LVS) EVP and counsel gets 17,378 shares from RSU vesting

Rhea-AI Filing Summary

Las Vegas Sands Corp. executive vice president and global general counsel Hudson D. Zachary reported a routine equity vesting. On February 3, 2026, 17,378 restricted stock units converted into an equal number of common shares at $0.00 per share upon vesting.

After the transaction, he directly held 45,023 shares of common stock and 35,281 restricted stock units. The RSUs stem from a 52,659-unit grant made on February 3, 2025 that vests in three annual installments.

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)
02/03/2026

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	02/03/2026		M		17,378	A	$0(1)	45,023	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	(2)	02/03/2026		M			17,378	(3)	(3)	Common Stock	17,378	$0	35,281	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. Each restricted stock unit represents a contingent right to receive one share of Common Stock.

3. Reflects a grant of 52,659 restricted stock units on February 3, 2025 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	02/05/2026
	** 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 EVP and General Counsel report on this Form 4?

Hudson D. Zachary reported vesting of 17,378 restricted stock units at $0.00 per unit, which converted into 17,378 shares of Las Vegas Sands common stock. This was coded as transaction type “M,” indicating a derivative-to-common stock conversion upon vesting.

How many Las Vegas Sands (LVS) common shares does the insider hold after this transaction?

After the reported transaction, Hudson D. Zachary directly holds 45,023 shares of Las Vegas Sands common stock. These shares result from the vesting and settlement of restricted stock units and prior holdings, as reflected in the post-transaction ownership column of the Form 4.

What happened to Hudson D. Zachary’s restricted stock units in this LVS Form 4?

On February 3, 2026, 17,378 restricted stock units vested and settled into common shares on a one-for-one basis. Following this vesting, he continued to hold 35,281 restricted stock units, which represent contingent rights to receive an equal number of Las Vegas Sands common shares.

What are the vesting terms of the 52,659 restricted stock units granted to the LVS executive?

The 52,659 restricted stock units granted on February 3, 2025 vest 33% on the first anniversary, 33% on the second anniversary, and 34% on the third anniversary of the grant date. Vested shares are scheduled to be delivered to the reporting person on each anniversary.

Did the Las Vegas Sands (LVS) insider sell any shares in this Form 4 filing?

The Form 4 shows no open-market sale; it reports an “M” code transaction where 17,378 restricted stock units converted into 17,378 common shares at $0.00. This reflects equity compensation vesting rather than a discretionary purchase or sale in the market.