Adelson trusts reshuffle 58.3% stake in Las Vegas Sands (NYSE: LVS)

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Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

Las Vegas Sands Corp. received an updated ownership filing showing that Dr. Miriam Adelson and Irwin Chafetz, acting as a group, beneficially own 386,728,789 shares of common stock, or 58.3% of the 662,637,325 shares outstanding as of April 22, 2026. This confirms ongoing majority control by the Adelson‑aligned entities.

The amendment reflects internal trust restructurings and the company’s share repurchase activity. On June 16, 2026, two prior Adelson family trusts distributed 87,718,919 and 87,718,918 shares for no consideration to four new Nevada trusts, each now holding about 43.9 million shares, or 6.6% of the outstanding stock. The distributing trusts no longer own more than five percent. No other reportable stock transactions occurred in the past 60 days.

Key Figures

Group beneficial ownership: 386,728,789 shares Group ownership percentage: 58.3% Shares outstanding: 662,637,325 shares +5 more

8 metrics

Group beneficial ownership 386,728,789 shares Dr. Adelson and Irwin Chafetz group, Item 1/5

Group ownership percentage 58.3% Of 662,637,325 Outstanding Common Stock as of April 22, 2026

Shares outstanding 662,637,325 shares Outstanding Common Stock as of April 22, 2026

Adelson beneficial ownership 341,442,911 shares (51.5%) Dr. Miriam Adelson’s aggregate beneficial ownership

Chafetz beneficial ownership 337,960,838 shares (51.0%) Irwin Chafetz’s aggregate beneficial ownership

Trust distributions 87,718,919 & 87,718,918 shares Shares distributed by Remainder Trust and Friends and Family Trust on June 16, 2026

Each new trust holding ≈43,859,459–43,859,460 shares Holdings of ESBT S-II, ESBT Y-II, QSST A-II, QSST M-II (about 6.6% each)

Adelson stock options 561,578 shares Options held by The Miriam Adelson Trust, currently exercisable

Key Terms

beneficially own, Outstanding Common Stock, share repurchase program, Schedule 13D, +2 more

6 terms

beneficially own financial

"collectively beneficially owns approximately 386,728,789 shares of Common Stock, or 58.3%"

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.

Outstanding Common Stock financial

"the Issuer's 662,637,325 shares of Common Stock issued and outstanding as of April 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

"for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934"

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.

dispositive power financial

"Dr. Adelson has sole dispositive power over 102,957,851 shares of Common Stock"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

group regulatory

"Dr. Miriam Adelson ("Dr. Adelson") and Irwin Chafetz ("Mr. Chafetz") constitute a "group""

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 06/18/2026 - 08:13 PM Accepted by SEC EDGAR 06/18/2026 - 08:02 PM

FAQ

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

Dr. Miriam Adelson and Irwin Chafetz, treated as a group, beneficially own 386,728,789 Las Vegas Sands shares, or 58.3% of the 662,637,325 shares outstanding as of April 22, 2026, maintaining majority control.

What ownership changes are disclosed in this Las Vegas Sands (LVS) Schedule 13D/A?

The filing reports internal Adelson family trust restructurings and passive percentage increases from share repurchases. Two older trusts distributed their Las Vegas Sands holdings into four new trusts, but overall group control remains at 58.3% of outstanding shares.

Which new trusts now hold Las Vegas Sands (LVS) stock for the Adelson family?

Four Nevada trusts—ESBT S-II Trust, ESBT Y-II Trust, QSST A-II Trust, and QSST M-II Trust—now each directly own about 43.86 million Las Vegas Sands shares, representing roughly 6.6% of the outstanding common stock for each trust.

Did the Adelson group buy or sell Las Vegas Sands (LVS) shares for cash in this period?

No cash purchases or sales are disclosed. The filing describes share distributions among Adelson family trusts for no consideration and percentage changes driven by Las Vegas Sands’ own share repurchase program, not open-market trading.

What are the total outstanding shares of Las Vegas Sands (LVS) referenced in this filing?

The filing states that Las Vegas Sands has 662,637,325 shares of common stock issued and outstanding as of April 22, 2026. Ownership percentages, including the Adelson group’s 58.3% stake, are calculated using this share count.

Did any Adelson family trusts fall below 5% ownership of Las Vegas Sands (LVS)?

Yes. As of June 16, 2026, the Sheldon G. Adelson 2007 Remainder Trust and Friends and Family Trust ceased to be beneficial owners of more than five percent of Las Vegas Sands’ outstanding common stock after distributing all their shares.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 15)

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)

06/16/2026

(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. 15 (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 distribution of all shares of the Issuer's Common Stock held by each of the General Trust under the Sheldon G. Adelson 2007 Remainder Trust (the "Remainder Trust") and the General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust (the "Friends and Family Trust") in substantially equal proportions to ESBT S-II Trust, ESBT Y-II Trust, QSST A-II Trust and QSST M-II Trust and (iii) the addition of ESBT S-II Trust, ESBT Y-II Trust, QSST A-II Trust and QSST M-II Trust as new Reporting Persons. This Amendment also constitutes an initial Statement on Schedule 13D for ESBT S-II Trust, ESBT Y-II Trust, QSST A-II Trust and QSST M-II Trust. 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 58.3%, of the Issuer's 662,637,325 shares of Common Stock issued and outstanding as of April 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, 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) ESBT S-II Trust: Not applicable. (iv) ESBT Y-II Trust: Not applicable. (v) QSST A-II Trust: Not applicable. (vi) 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) ESBT S-II Trust is organized under the laws of Nevada. (iv) ESBT Y-II Trust is organized under the laws of Nevada. (v) QSST A-II Trust is organized under the laws of Nevada. (vi) 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 June 16, 2026, the Remainder Trust and the Friends and Family Trust distributed 87,718,919 and 87,718,918 shares of the Issuer's Common Stock, respectively, for no consideration in substantially equal proportions to ESBT S-II Trust, ESBT Y-II Trust, QSST A-II Trust and QSST M-II Trust. As a result of the distributions, as of the date of this Amendment, the Remainder Trust and the Friends and Family Trust no longer beneficially own any share of the Issuer's Common Stock, and ESBT S-II Trust, ESBT Y-II Trust, QSST A-II Trust and QSST M-II Trust beneficially own 43,859,460, 43,859,459, 43,859,459 and 43,859,459 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-II Trust, ESBT Y-II Trust, QSST A-II Trust and QSST M-II Trust 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 58.3% 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 51.5% of the Outstanding Common Stock). Of these shares, (i) 43,859,460 shares are held by ESBT S-II 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) 165,443,496 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 102,957,851 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) 102,396,273 shares are held by various entities as described below. Dr. Adelson has shared dispositive control over 238,485,060 shares of Common Stock, of which (i) 43,859,460 shares are held by ESBT S-II 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) 63,047,223 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 51.0% 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) 43,859,460 shares are held by ESBT S-II 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) 64,397,223 shares are held by various entities as described below. Dr. Adelson and Mr. Chafetz are co-trustees of ESBT S-II Trust. ESBT S-II Trust directly owns 43,859,460 shares of Common Stock (approximately 6.6% 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 ESBT Y-II Trust. ESBT Y-II Trust directly owns 43,859,459 shares of Common Stock (approximately 6.6% 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 6.6% 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 6.6% 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 during the past 60 days.

(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 June 16, 2026, the Remainder Trust and the Friends and Family Trust ceased to be the beneficial owners 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:	06/18/2026

Irwin Chafetz

Signature:	/s/ Irwin Chafetz
Name/Title:	Irwin Chafetz
Date:	06/18/2026

General Trust under the Sheldon G. Adelson 2007 Remainder Trust

Signature:	/s/ Miriam Adelson
Name/Title:	Miriam Adelson/Trustee
Date:	06/18/2026

Signature:	/s/ Irwin Chafetz
Name/Title:	Irwin Chafetz/Trustee
Date:	06/18/2026

General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust

Signature:	/s/ Miriam Adelson
Name/Title:	Miriam Adelson/Trustee
Date:	06/18/2026

Signature:	/s/ Irwin Chafetz
Name/Title:	Irwin Chafetz/Trustee
Date:	06/18/2026

ESBT S-II Trust

Signature:	/s/ Miriam Adelson
Name/Title:	Miriam Adelson/Trustee
Date:	06/18/2026

Signature:	/s/ Irwin Chafetz
Name/Title:	Irwin Chafetz/Trustee
Date:	06/18/2026

ESBT Y-II Trust

Signature:	/s/ Miriam Adelson
Name/Title:	Miriam Adelson/Trustee
Date:	06/18/2026

Signature:	/s/ Irwin Chafetz
Name/Title:	Irwin Chafetz/Trustee
Date:	06/18/2026

QSST A-II Trust

Signature:	/s/ Miriam Adelson
Name/Title:	Miriam Adelson/Trustee
Date:	06/18/2026

Signature:	/s/ Irwin Chafetz
Name/Title:	Irwin Chafetz/Trustee
Date:	06/18/2026

QSST M-II Trust

Signature:	/s/ Miriam Adelson
Name/Title:	Miriam Adelson/Trustee
Date:	06/18/2026

Signature:	/s/ Irwin Chafetz
Name/Title:	Irwin Chafetz/Trustee
Date:	06/18/2026

Source: View Original Filing on SEC EDGAR