Las Vegas Sands (LVS) CEO RSUs vest and convert amid role change

Rhea-AI Filing Summary

Las Vegas Sands Chairman and CEO Robert G. Goldstein reported the automatic conversion of previously granted restricted stock units into common shares on March 1, 2026. The Form 4 shows several blocks of RSUs vesting and settling at $0.00 per share, including 189,252 restricted stock units and a corresponding 189,252 common shares. Footnotes explain these awards were accelerated and deemed earned in connection with his transition to the role of Senior Advisor. The filing also lists 324,860 common shares held indirectly by The Robert and Sheryl Goldstein Trust.

Insights

Executive compensation analyst

RSU acceleration converts awards to shares as part of a planned role change.

Robert G. Goldstein, Chairman and CEO of Las Vegas Sands, reported the exercise and settlement of multiple restricted stock unit grants into common stock on March 1, 2026. The transactions are coded “M,” indicating derivative exercises rather than open-market buying.

Footnotes state the RSUs were accelerated and deemed earned in connection with his transition to the role of Senior Advisor. Because the exercise price is $0.00 per share, this reflects equity compensation vesting, not cash deployment. The filing also notes indirect ownership of 324,860 shares by The Robert and Sheryl Goldstein Trust.

From an investment perspective, this appears to be a routine compensation and succession-related equity conversion. There are no reported stock sales or disposals in this Form 4, and the net buy/sell share count is reported as neutral.

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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X

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^*

Goldstein Robert G

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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	03/01/2026		M		75,639	A	$0(1)	75,639	D
Common Stock	03/01/2026		M		132,306	A	$0(1)	207,945	D
Common Stock	03/01/2026		M		189,252	A	$0(1)	397,197	D
Common Stock								324,860	I	By The Robert and Sheryl Goldstein Trust

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)	03/01/2026		M			75,639	(3)	(3)	Common Stock	75,639	$0	0	D
Restricted Stock Units	(2)	03/01/2026		M			132,306	(3)	(3)	Common Stock	132,306	$0	0	D
Restricted Stock Units	(2)	03/01/2026		M			189,252	(3)	(3)	Common Stock	189,252	$0	0	D

Explanation of Responses:

1. Reflects shares of Las Vegas Sands Corp. common stock ("Common Stock") that were acquired upon accelerated vesting and settlement of restricted stock units previously granted to the Reporting Person. In connection with the Reporting Person's transition to the role of Senior Advisor and as previously disclosed in the Issuer's Form 8-K filed on March 6, 2025, the Issuer accelerated and deemed earned the restricted stock units, which were settled into an equivalent number of shares of Common Stock without further service or contingency.

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

3. These restricted stock units were accelerated and settled into Common Stock in connection with the Reporting Person's transition to the role of Senior Advisor.

Remarks:

	/s/ Judy Tomkins, Attorney-in-Fact	03/03/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did LVS Chairman and CEO Robert G. Goldstein report?

Robert G. Goldstein reported the exercise and settlement of multiple restricted stock unit grants into Las Vegas Sands common stock. The RSUs converted into shares at $0.00 per share, reflecting equity compensation vesting rather than an open-market purchase with cash.

Were any Las Vegas Sands (LVS) shares sold in this Form 4 filing?

No stock sales were reported in this Form 4 for Las Vegas Sands. All coded transactions are exercises or conversions of restricted stock units into common shares, with the filing’s transaction summary showing zero sell transactions and a neutral net buy/sell share count.

Why were Robert G. Goldstein’s restricted stock units at LVS accelerated?

The footnotes state that restricted stock units were accelerated and deemed earned in connection with Robert G. Goldstein’s transition to the role of Senior Advisor. The RSUs were then settled into an equivalent number of common shares without further service or contingency requirements.

What do the ‘M’ transaction codes mean in the LVS Form 4?

In this Las Vegas Sands Form 4, the “M” transaction code signifies exercise or conversion of derivative securities. Specifically, it reflects restricted stock units being converted into common stock, rather than open-market buying or selling of existing shares by the reporting person.

How many Las Vegas Sands shares are held indirectly by the Goldstein trust?

The filing reports that 324,860 Las Vegas Sands common shares are held indirectly. These shares are owned by The Robert and Sheryl Goldstein Trust, indicating indirect beneficial ownership separate from the directly held shares reported for Robert G. Goldstein.

Does this LVS Form 4 indicate a change in Robert G. Goldstein’s role?

Yes, the footnotes link these equity transactions to his transition to the role of Senior Advisor. The issuer accelerated and deemed earned his restricted stock units, then settled them into common stock, as part of that previously disclosed leadership transition process.