How did Las Vegas Sands (LVS) share repurchases affect the reporting group’s ownership percentages?

Las Vegas Sands’ share repurchase program reduced Outstanding Common Stock , so the reporting persons’ beneficial ownership percentages rose passively, even without new purchases, as their absolute share counts stayed high while total shares outstanding declined.

Las Vegas Sands (LVS): Adelson–Chafetz group discloses 59.7% control stake via trusts

Q: How much of Las Vegas Sands (LVS) do Miriam Adelson and Irwin Chafetz now beneficially own?

Together, they may be deemed to beneficially own 386,728,789 Las Vegas Sands shares, representing 59.7% of the 647,701,184 shares outstanding as of July 22, 2026, through various family trusts and related entities.

Q: What is Miriam Adelson’s individual beneficial ownership in Las Vegas Sands (LVS)?

Miriam Adelson beneficially owns 341,442,911 Las Vegas Sands common shares, about 52.7% of the outstanding stock, including 561,578 shares issuable upon exercise of options and large positions held via multiple Adelson family trusts.

Q: What is Irwin Chafetz’s reported stake in Las Vegas Sands (LVS)?

Irwin Chafetz is deemed to beneficially own 337,960,838 Las Vegas Sands shares, approximately 52.2% of shares outstanding, including 70,949 shares owned directly and extensive holdings in Adelson family trusts where he has voting or dispositive authority.

Q: How many Las Vegas Sands (LVS) shares does Annabelle Sivan Dumont beneficially own?

Annabelle Sivan Dumont is deemed to beneficially own 57,136,031 Las Vegas Sands shares, about 8.8% of outstanding common stock, mainly through 46,674,403 shares held by ESBT S Trust and 10,461,628 shares held by Pine Meadow Trust.

Q: What change occurred with ESBT S-II Trust’s Las Vegas Sands (LVS) holdings?

On August 7, 2026, ESBT S-II Trust transferred 43,859,460 Las Vegas Sands shares to ESBT S Trust for no consideration and now beneficially owns 0 shares, ceasing to be a beneficial owner of more than five percent of the outstanding common stock.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

Las Vegas Sands Corp. has updated large-shareholder information. An investor group led by Miriam Adelson and Irwin Chafetz now reports beneficial ownership of 386,728,789 common shares, representing 59.7% of the company’s 647,701,184 shares outstanding as of July 22, 2026.

Within this group, Dr. Adelson beneficially owns 341,442,911 shares (about 52.7% of outstanding common stock), and Mr. Chafetz beneficially owns 337,960,838 shares (about 52.2%), largely through family trusts and related entities over which they hold varying voting and dispositive powers. Annabelle Sivan Dumont is added as a new reporting person with beneficial ownership of 57,136,031 shares (about 8.8%), primarily through ESBT S Trust and Pine Meadow Trust.

The filing also records an internal trust restructuring: on August 7, 2026, ESBT S-II Trust transferred 43,859,460 shares to ESBT S Trust for no consideration, leaving ESBT S-II Trust with 0 beneficial ownership and causing it to fall below the 5% threshold. The group’s percentage interests increased passively due to Las Vegas Sands’ share repurchase program reducing shares outstanding.

Filing Explained

The August 7 transfer leaves ESBT S Trust with shared disposition control; Chafetz holds voting authority, Dumont reports none, and no other transactions were reported.

This Schedule 13D/A, filed on August 11, 2026 for an August 7, 2026 event, records a trust transfer and passive ownership-percentage changes; its structural consequence is a clearer allocation of voting and disposition rights among the reporting persons.

Schedules 13D and 13G track ownership above 5% and stated control-related information; this amendment reports the group’s existing beneficial ownership and adds ESBT S Trust and Annabelle Sivan Dumont as reporting persons.

ESBT S Trust directly owns 46,674,403 shares; Irwin Chafetz has authority to vote them, while Miriam Adelson, Chafetz, and Dumont share dispositive control. Dumont reports no voting control but shared dispositive control over her 57,136,031 shares.

The filing states that, apart from the described transfer, there were no other reporting-person transactions in common stock disclosed in this amendment; it attributes the percentage increases to Las Vegas Sands repurchases rather than holder purchases.

The August 7, 2026 amendment is the relevant milestone for checking that ESBT S-II Trust remains at zero beneficial ownership and below the 5% reporting threshold.

Key Figures

Group beneficial ownership: 386,728,789 shares Group ownership percentage: 59.7% Shares outstanding: 647,701,184 shares +5 more

8 metrics

Group beneficial ownership 386,728,789 shares Shares of common stock beneficially owned collectively by all reporting persons

Group ownership percentage 59.7% Percent of 647,701,184 Outstanding Common Stock as of July 22, 2026

Shares outstanding 647,701,184 shares Outstanding Common Stock of Las Vegas Sands as of July 22, 2026

Miriam Adelson beneficial ownership 341,442,911 shares Approx. 52.7% of Outstanding Common Stock

Irwin Chafetz beneficial ownership 337,960,838 shares Approx. 52.2% of Outstanding Common Stock

Annabelle Sivan Dumont beneficial ownership 57,136,031 shares Approx. 8.8% of Outstanding Common Stock

ESBT S-II to ESBT S Trust transfer 43,859,460 shares Common shares transferred on August 7, 2026 for no consideration

ESBT S Trust holdings 46,674,403 shares Directly owned by ESBT S Trust, about 7.2% of Outstanding Common Stock

Key Terms

beneficially own, sole voting power, shared dispositive control, Outstanding Common Stock, +1 more

5 terms

beneficially own financial

"The beneficial ownership of all of the Reporting Persons together is 386,728,789 shares of Common Stock, or 59.7% of the Outstanding Common Stock."

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

sole voting power financial

"Dr. Adelson has sole voting control over 48,767,951 shares of Common Stock..."

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

shared dispositive control financial

"Dr. Adelson has shared dispositive control over 248,946,688 shares of Common Stock..."

Outstanding Common Stock financial

"59.7%, of the Issuer's 647,701,184 shares of Common Stock issued and outstanding as of July 22, 2026 (the "Outstanding Common Stock")"

Outstanding common stock represents the total number of shares of a company's basic ownership that are currently held by all shareholders, including individual investors and institutions. It reflects how many pieces of the company are available to be owned, bought, or sold. This figure matters to investors because it influences the company's stock price, voting power, and how its value is divided among shareholders.

Schedule 13D regulatory

"This Amendment No. 16 (the "Amendment") to the filed on November 24, 2008, as previously amended (the ""), is being filed..."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

FAQ

How much of Las Vegas Sands (LVS) do Miriam Adelson and Irwin Chafetz now beneficially own?

Together, they may be deemed to beneficially own 386,728,789 Las Vegas Sands shares, representing 59.7% of the 647,701,184 shares outstanding as of July 22, 2026, through various family trusts and related entities.

What is Miriam Adelson’s individual beneficial ownership in Las Vegas Sands (LVS)?

Miriam Adelson beneficially owns 341,442,911 Las Vegas Sands common shares, about 52.7% of the outstanding stock, including 561,578 shares issuable upon exercise of options and large positions held via multiple Adelson family trusts.

What is Irwin Chafetz’s reported stake in Las Vegas Sands (LVS)?

Irwin Chafetz is deemed to beneficially own 337,960,838 Las Vegas Sands shares, approximately 52.2% of shares outstanding, including 70,949 shares owned directly and extensive holdings in Adelson family trusts where he has voting or dispositive authority.

How many Las Vegas Sands (LVS) shares does Annabelle Sivan Dumont beneficially own?

Annabelle Sivan Dumont is deemed to beneficially own 57,136,031 Las Vegas Sands shares, about 8.8% of outstanding common stock, mainly through 46,674,403 shares held by ESBT S Trust and 10,461,628 shares held by Pine Meadow Trust.

What change occurred with ESBT S-II Trust’s Las Vegas Sands (LVS) holdings?

On August 7, 2026, ESBT S-II Trust transferred 43,859,460 Las Vegas Sands shares to ESBT S Trust for no consideration and now beneficially owns 0 shares, ceasing to be a beneficial owner of more than five percent of the outstanding common stock.

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Available on EDGAR 08/11/2026 - 06:37 PM Accepted by SEC EDGAR 08/11/2026 - 06:36 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 16)

LAS VEGAS SANDS CORP.

(Name of Issuer)

Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

517834107

(CUSIP Number)

D. Zachary Hudson, Esq.
c/o Las Vegas Sands Corp., 5420 S. Durango Dr.
Las Vegas, NV, 89113
(702) 923-9000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/07/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Stock, Par Value $0.001 Per Share

(b)

Name of Issuer:

LAS VEGAS SANDS CORP.

(c)

Address of Issuer's Principal Executive Offices:

5420 S. Durango Dr., Las Vegas, NEVADA , 89113.

Item 1 Comment:

Explanatory Note This Amendment No. 16 (the "Amendment") to the Schedule 13D filed on November 24, 2008, as previously amended (the "Schedule 13D"), is being filed to reflect (i) passive increases in the percentages of outstanding Common Stock of the Issuer beneficially owned by certain of the Reporting Persons (as defined below) solely due to the Issuer's repurchases of Common Stock, (ii) the transfer of all shares of the Issuer's Common Stock held by ESBT S-II Trust to ESBT S Trust and (iii) the addition of ESBT S Trust and Annabelle Sivan Dumont ("Ms. Dumont") as new Reporting Persons. This Amendment also constitutes an initial Statement on Schedule 13D for ESBT S Trust and Ms. Dumont. All items not described herein remain as previously reported in the Schedule 13D, and all capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D. Dr. Miriam Adelson ("Dr. Adelson") and Irwin Chafetz ("Mr. Chafetz") constitute a "group," which, as of the date hereof, collectively beneficially owns approximately 386,728,789 shares of Common Stock, or 59.7%, of the Issuer's 647,701,184 shares of Common Stock issued and outstanding as of July 22, 2026 (the "Outstanding Common Stock") for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), plus options to purchase 561,578 shares of Common Stock held by The Miriam Adelson Trust.

Item 2.

Identity and Background

(a)

This Amendment is being filed by Dr. Adelson, Mr. Chafetz, Ms. Dumont, ESBT S Trust, ESBT S-II Trust, ESBT Y-II Trust, QSST A-II Trust and QSST M-II Trust (each a "Reporting Person" and collectively, the "Reporting Persons").

(b)

The business address of the Reporting Persons is c/o Las Vegas Sands Corp., 5420 S. Durango Dr., Las Vegas, Nevada, 89113.

(c)

The present principal occupations of the Reporting Persons are: (i) Dr. Adelson: Physician. (ii) Mr. Chafetz: Member of the Board of Directors of the Issuer and manager of The Interface Group, LLC, a Massachusetts limited liability company. (iii) Ms. Dumont: Investor. (iv) ESBT S Trust: Not applicable. (v) ESBT S-II Trust: Not applicable. (vi) ESBT Y-II Trust: Not applicable. (vii) QSST A-II Trust: Not applicable. (viii) QSST M-II Trust: Not applicable.

(d)

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

During the last five years, none of the Reporting Persons has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.

(f)

(i) Dr. Adelson is a citizen of the United States and Israel. (ii) Mr. Chafetz is a citizen of the United States. (iii) Ms. Dumont is a citizen of the United States and Israel. (iv) ESBT S Trust is organized under the laws of Nevada. (v) ESBT S-II Trust is organized under the laws of Nevada. (vi) ESBT Y-II Trust is organized under the laws of Nevada. (vii) QSST A-II Trust is organized under the laws of Nevada. (viii) QSST M-II Trust is organized under the laws of Nevada.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended by adding the text below to the end of Item 3 of the Schedule 13D. On August 7, 2026, ESBT S-II Trust transferred 43,859,460 shares of the Issuer's Common Stock for no consideration to ESBT S Trust. As a result of the transfer, as of the date of this Amendment, ESBT S-II Trust no longer beneficially owns any share of the Issuer's Common Stock, and ESBT S Trust and Ms. Dumont beneficially own 46,674,403 and 57,136,031 shares of the Issuer's Common Stock, respectively.

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended by adding the text below to the end of Item 4 of the Schedule 13D. The Issuer has historically maintained a share repurchase program for the repurchase of shares of its Common Stock from time to time. As a result of repurchases under this program, the number of shares of outstanding Common Stock has decreased, and consequently, the percentages of shares of Common Stock beneficially owned by certain of the Reporting Persons have passively increased. ESBT S Trust and Ms. Dumont adopt the disclosure made by the other Reporting Persons in Item 4 of the Schedule 13D.

Item 5.

Interest in Securities of the Issuer

(a)

Item 5(a) of the Schedule 13D is hereby amended and restated as follows: The responses of the Reporting Persons to Rows (11) and (13) of the cover page of this Amendment are incorporated herein by reference. Each Reporting Person may be deemed to beneficially own the shares of Common Stock beneficially owned by the other Reporting Persons but disclaims such beneficial ownership. The beneficial ownership of all of the Reporting Persons together is 386,728,789 shares of Common Stock, or 59.7% of the Outstanding Common Stock.

(b)

Item 5(b) of the Schedule 13D is hereby amended and restated as follows: Dr. Adelson beneficially owns an aggregate of 341,442,911 shares of Common Stock (approximately 52.7% of the Outstanding Common Stock). Of these shares, (i) 46,674,403 shares are held by ESBT S Trust, (ii) 43,859,459 shares are held by ESBT Y-II Trust, (iii) 43,859,459 shares are held by QSST A-II Trust, (iv) 43,859,459 shares are held by QSST M-II Trust, (v) 561,578 shares are issuable upon the exercise of options held by The Miriam Adelson Trust that are exercisable currently and (vi) 162,628,553 shares are held by various entities as described below. Dr. Adelson has sole voting control over 48,767,951 shares of Common Stock, of which (i) 561,578 shares are issuable upon the exercise of options held by The Miriam Adelson Trust that are exercisable currently and (ii) 48,206,373 shares are held by various entities as described below. Dr. Adelson has shared voting control over 2,208,548 shares of Common Stock. Dr. Adelson has sole dispositive power over 92,496,223 shares of Common Stock, of which (i) 561,578 shares are issuable upon the exercise of options held by The Miriam Adelson Trust that are exercisable currently and (ii) 91,934,645 shares are held by various entities as described below. Dr. Adelson has shared dispositive control over 248,946,688 shares of Common Stock, of which (i) 46,674,403 shares are held by ESBT S Trust, (ii) 43,859,459 shares are held by ESBT Y-II Trust, (iii) 43,859,459 shares are held by QSST A-II Trust, (iv) 43,859,459 shares are held by QSST M-II Trust and (v) 70,693,908 shares are held by various entities as described below. Mr. Chafetz is deemed to beneficially own an aggregate of 337,960,838 shares of Common Stock (approximately 52.2% of the Outstanding Common Stock). Of these shares, (i) 70,949 shares are owned directly by Mr. Chafetz and (ii) 337,889,889 shares are held by various entities as described below, with respect to which he is deemed to have a beneficial interest by virtue of the interest and authority granted to him under the trust instruments or organizational documents, as applicable. Mr. Chafetz disclaims beneficial ownership of those shares of Common Stock not owned directly by him. Mr. Chafetz has sole voting control over 335,752,290 shares of Common Stock, of which (i) 70,949 shares are owned directly by Mr. Chafetz and (ii) 335,681,341 shares are held by various entities as described below. Mr. Chafetz has shared voting control over 2,208,548 shares of Common Stock. Mr. Chafetz has sole dispositive control over 43,935,878 shares of Common Stock, of which (i) 70,949 shares are owned directly by Mr. Chafetz and (ii) 43,864,929 shares are held by various entities as described below. Mr. Chafetz has shared dispositive control over 239,835,060 shares of Common Stock, of which (i) 46,674,403 shares are held by ESBT S Trust, (ii) 43,859,459 shares are held by ESBT Y-II Trust, (iii) 43,859,459 shares are held by QSST A-II Trust, (iv) 43,859,459 shares are held by QSST M-II Trust and (v) 61,582,280 shares are held by various entities as described below. Ms. Dumont is deemed to beneficially own an aggregate of 57,136,031 shares of Common Stock (approximately 8.8% of the Outstanding Common Stock). Of these shares, (i) 46,674,403 shares are held by ESBT S Trust and (ii) 10,461,628 shares are held by Pine Meadow Trust. Ms. Dumont has no voting control but shared dispositive control over these shares. Dr. Adelson, Mr. Chafetz and Ms. Dumont are co-trustees of ESBT S Trust. ESBT S Trust directly owns 46,674,403 shares of Common Stock (approximately 7.2% of the Outstanding Common Stock). Mr. Chafetz has the authority to vote the shares of Common Stock owned by this trust. Dr.Adelson, Mr. Chafetz and Ms. Dumont share dispositive control over the shares of Common Stock owned by this trust. Dr. Adelson and Mr. Chafetz are co-trustees of ESBT Y-II Trust. ESBT Y-II Trust directly owns 43,859,459 shares of Common Stock (approximately 6.8% of the Outstanding Common Stock). Mr. Chafetz has the authority to vote the shares of Common Stock owned by this trust. Dr. Adelson and Mr. Chafetz share dispositive control over the shares of Common Stock owned by this trust. Dr. Adelson and Mr. Chafetz are co-trustees of QSST A-II Trust. QSST A-II Trust directly owns 43,859,459 shares of Common Stock (approximately 6.8% of the Outstanding Common Stock). Mr. Chafetz has the authority to vote the shares of Common Stock owned by this trust. Dr. Adelson and Mr. Chafetz share dispositive control over the shares of Common Stock owned by this trust. Dr. Adelson and Mr. Chafetz are co-trustees of QSST M-II Trust. QSST M-II Trust directly owns 43,859,459 shares of Common Stock (approximately 6.8% of the Outstanding Common Stock). Mr. Chafetz has the authority to vote the shares of Common Stock owned by this trust. Dr. Adelson and Mr. Chafetz share dispositive control over the shares of Common Stock owned by this trust. Dr. Adelson and Mr. Chafetz are co-trustees of several trusts for the benefit of members of the Adelson family. These trusts directly own 292,674,960 shares of Common Stock. Dr. Adelson and Mr. Chafetz share authority to vote 2,208,548 shares of Common Stock owned by these trusts. Mr. Chafetz has sole authority to vote 290,466,412 shares of Common Stock owned by these trusts. Dr. Adelson and Mr. Chafetz share dispositive control over 238,485,060 shares of Common Stock owned by these trusts. Dr. Adelson has sole dispositive control over 54,189,900 shares of Common Stock owned by these trusts. Mr. Chafetz is the trustee of several trusts for the benefit of members of the Adelson family. These trusts directly own 43,864,929 shares of Common Stock. Mr. Chafetz has the sole authority to vote and sole dispositive control over the shares of Common Stock owned by these trusts. Dr. Adelson is the trustee of several trusts for the benefit of members of the Adelson family. These trusts directly own 48,206,373 shares of Common Stock and options to purchase 561,578 shares of Common Stock. Mr. Chafetz is a co-manager of a limited liability company for the benefit of members of the Adelson family, which directly owns 1,350,000 shares of Common Stock. Mr. Chafetz, as co-manager, shares dispositive control over these shares of Common Stock, and Mr. Chafetz has the sole authority to vote such shares. Mr. Chafetz disclaims beneficial ownership of these shares of Common Stock.

(c)

Item 5(c) of the Schedule 13D is hereby amended and restated as follows: Except as described in this Amendment, there have been no transactions by the Reporting Persons in shares of Common Stock since the filing of Amendment No. 15 to the Schedule 13D filed by the Reporting Persons on June 18, 2026.

(d)

Item 5(d) of the Schedule 13D is hereby amended and restated as follows: Except as set forth above regarding the beneficiaries and trustees of the trusts disclosed herein, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities set forth above.

(e)

Item 5(e) of the Schedule 13D is hereby amended by adding the text below to the end of Item 5(e) of the Schedule 13D. As of August 7, 2026, ESBT S-II Trust ceased to be the beneficial owner of more than five percent of the Outstanding Common Stock.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Miriam Adelson

Signature:	/s/ Miriam Adelson
Name/Title:	Miriam Adelson
Date:	08/11/2026

Irwin Chafetz

Signature:	/s/ Irwin Chafetz
Name/Title:	Irwin Chafetz
Date:	08/11/2026

Annabelle Sivan Dumont

Signature:	/s/ Annabelle Sivan Dumont
Name/Title:	Annabelle Sivan Dumont
Date:	08/11/2026

ESBT S-II Trust

Signature:	/s/ Miriam Adelson
Name/Title:	Miriam Adelson/Trustee
Date:	08/11/2026

Signature:	/s/ Irwin Chafetz
Name/Title:	Irwin Chafetz/Trustee
Date:	08/11/2026

ESBT S Trust

Signature:	/s/ Miriam Adelson
Name/Title:	Miriam Adelson/Trustee
Date:	08/11/2026

Signature:	/s/ Irwin Chafetz
Name/Title:	Irwin Chafetz/Trustee
Date:	08/11/2026

Signature:	/s/ Annabelle Sivan Dumont
Name/Title:	Annabelle Sivan Dumont/Trustee
Date:	08/11/2026

ESBT Y-II Trust

Signature:	/s/ Miriam Adelson
Name/Title:	Miriam Adelson/Trustee
Date:	08/11/2026

Signature:	/s/ Irwin Chafetz
Name/Title:	Irwin Chafetz/Trustee
Date:	08/11/2026

QSST A-II Trust

Signature:	/s/ Miriam Adelson
Name/Title:	Miriam Adelson/Trustee
Date:	08/11/2026

Signature:	/s/ Irwin Chafetz
Name/Title:	Irwin Chafetz
Date:	08/11/2026

QSST M-II Trust

Signature:	/s/ Miriam Adelson
Name/Title:	Miriam Adelson/Trustee
Date:	08/11/2026

Signature:	/s/ Irwin Chafetz
Name/Title:	Irwin Chafetz/Trustee
Date:	08/11/2026

Source: View Original Filing on SEC EDGAR