Las Vegas Sands (LVS) insiders disclose majority 57.4% ownership position

Rhea-AI Filing Summary

Las Vegas Sands Corp. insiders Miriam Adelson, Irwin Chafetz and related Adelson family trusts filed an amended beneficial ownership report. Together they may be deemed to beneficially own 386,724,043 shares of common stock, or 57.4% of the company’s 672,851,932 shares outstanding as of December 16, 2025.

Dr. Miriam Adelson is reported to beneficially own 341,442,911 shares, about 50.7% of the outstanding stock, primarily through family trusts and options to purchase 561,578 shares. Two key Adelson family trusts each directly hold about 87.7 million shares, or 13.0% of the outstanding stock. The amendment notes that the group’s ownership percentages have risen passively as the company repurchased its own shares, and also reflects recent insider trades: Irwin Chafetz sold 30,000 shares at a weighted average price of $69.76, while The Miriam Adelson Trust exercised options on 77,991 shares at $40.87 and sold the same number at a weighted average price of $67.56.

Insights

Corporate governance analyst

Adelson-affiliated holders reaffirm a majority stake in Las Vegas Sands, with small recent insider trades and higher ownership percentages from share repurchases.

The filing shows that Dr. Miriam Adelson, Irwin Chafetz and related Adelson family trusts together beneficially own 386,724,043 Las Vegas Sands common shares, or 57.4% of the 672,851,932 shares outstanding as of December 16, 2025. Dr. Adelson is reported at 341,442,911 shares, approximately 50.7%, including interests in the 2007 Remainder Trust and Friends and Family Trust, each holding about 87.7 million shares, or 13.0% of the outstanding stock.

The company has maintained a share repurchase program, and the amendment explains that reductions in shares outstanding have passively increased the reporting persons’ ownership percentages. Recent activity includes Mr. Chafetz’s open-market sale of 30,000 shares at a weighted average of $69.76 per share, and The Miriam Adelson Trust’s exercise of options for 77,991 shares at $40.87 followed by open-market sales of those shares at a weighted average of $67.56. These transactions are small relative to the group’s overall holdings, while the majority beneficial stake underscores a concentrated ownership structure.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 14)

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)

12/16/2025

(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

CUSIP No. 517834107

1

Name of reporting person

MIRIAM ADELSON

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 38,014,952.00
8	Shared Voting Power 2,208,548.00
9	Sole Dispositive Power 102,957,851.00
10	Shared Dispositive Power 240,693,608.00

11

Aggregate amount beneficially owned by each reporting person

341,442,911.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

50.7 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 517834107

1

Name of reporting person

IRWIN CHAFETZ

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 346,434,340.00
8	Shared Voting Power 2,208,548.00
9	Sole Dispositive Power 43,864,929.00
10	Shared Dispositive Power 239,835,060.00

11

Aggregate amount beneficially owned by each reporting person

384,709,091.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

51.8 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 517834107

1

Name of reporting person

THE GENERAL TRUST UNDER THE SHELDON G. ADELSON 2007 REMAINDER TRUST

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 87,718,919.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 87,718,919.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

87,718,919.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 517834107

1

Name of reporting person

THE GENERAL TRUST UNDER THE SHELDON G. ADELSON 2007 FRIENDS AND FAMILY TRUST

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 87,718,918.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 87,718,918.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

87,718,918.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.0 %

14

Type of Reporting Person (See Instructions)

OO

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 DRIVE, Las Vegas, NEVADA , 89113.
Item 1 Comment: Explanatory Note This Amendment No. 14 (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 the Reporting Persons (as defined below) solely due to the Issuer's repurchases of Common Stock, (ii) exercise of options set to expire on January 25, 2026, and the subsequent sale of shares of Common Stock of the Issuer underlying such options, by The Miriam Adelson Trust and (iii) sales of shares of Common Stock of the Issuer by Irwin Chafetz. 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"), Irwin Chafetz ("Mr. Chafetz"), 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" and, together with Dr. Adelson, Mr. Chafetz, and the Remainder Trust, the "Reporting Persons"), constitute a "group," which, as of the date hereof, collectively beneficially owns approximately 386,724,043 shares of Common Stock, or 57.4%, of the Issuer's 672,851,932 shares of Common Stock issued and outstanding as of December 16, 2025 (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 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 the Reporting Persons have passively increased.
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 386,724,043 shares of Common Stock, or 57.4% 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 50.7% of the Outstanding Common Stock). Of these shares, (i) 87,718,919 shares are held by the Remainder Trust, (ii) 87,718,918 shares are held by the Friends and Family Trust, (iii) 561,578 shares are issuable upon the exercise of options held by The Miriam Adelson Trust that are exercisable currently and (iv) 165,443,496 shares are held by various entities as described below. Dr. Adelson has sole voting control over 38,014,952 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) 37,453,374 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 240,693,608 shares of Common Stock, of which (i) 87,718,919 shares are held by the Remainder Trust, (ii) 87,718,918 shares are held by the Friends and Family Trust, and (iii) 65,255,771 shares are held by various entities as described below. Mr. Chafetz is deemed to beneficially own an aggregate of 348,709,091 shares of Common Stock (approximately 51.8% of the Outstanding Common Stock). Of these shares, (i) 66,203 shares are owned directly by Mr. Chafetz and (ii) 348,642,888 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 346,434,340 shares of Common Stock, of which (i) 66,203 shares are owned directly by Mr. Chafetz and (ii) 346,368,137 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 43,864,929 shares of Common Stock, of which (i) 66,203 shares are owned directly by Mr. Chafetz and (ii) 43,798,726 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) 87,718,919 shares are held by the Remainder Trust, (ii) 87,718,918 shares are held by the Friends and Family Trust, and (iii) 64,397,223 shares are held by various entities as described below. Dr. Adelson and Mr. Chafetz are co-trustees of the Remainder Trust. The Remainder Trust directly owns 87,718,919 shares of Common Stock (approximately 13.0% 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 the Friends and Family Trust. The Friends and Family Trust directly owns 87,718,918 shares of Common Stock (approximately 13.0% 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 303,427,959 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 301,219,411 shares of Common Stock owned by these trusts. Dr. Adelson and Mr. Chafetz may be deemed to share dispositive control over the shares of Common Stock owned by these trusts. Mr. Chafetz is 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 37,453,374 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: There have been no transactions by the Reporting Persons in shares of Common Stock during the past 60 days, other than as follows: On December 1, 2025, Mr. Chafetz sold 30,000 shares of Common Stock in the open market at a weighted average price of $69.76 per share. The shares were sold in multiple transactions at prices ranging from $69.72 to $69.84, inclusive. On December 16, 2025, The Miriam Adelson Trust, for which Dr. Adelson serves as the sole trustee, exercised options to purchase 77,991 shares of Common Stock at $40.87 per share. The options, originally granted to Mr. Sheldon G. Adelson as compensation for employment, were set to expire on January 25, 2026. Also on December 16, 2025, The Miriam Adelson Trust sold 77,991 shares of Common Stock in the open market at a weighted average price of $67.56 per share. The shares were sold in multiple transactions at prices ranging from $67.49 to $67.72, inclusive. Dr. Adelson and Mr. Chafetz undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Item 5(c).

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:	12/18/2025

IRWIN CHAFETZ

Signature:	/s/ Irwin Chafetz
Name/Title:	Irwin Chafetz
Date:	12/18/2025

THE GENERAL TRUST UNDER THE SHELDON G. ADELSON 2007 REMAINDER TRUST

Signature:	/s/ Miriam Adelson
Name/Title:	Trustee
Date:	12/18/2025

THE GENERAL TRUST UNDER THE SHELDON G. ADELSON 2007 FRIENDS AND FAMILY TRUST

Signature:	/s/ Miriam Adelson
Name/Title:	Trustee
Date:	12/18/2025

FAQ

Who are the reporting persons in the Las Vegas Sands (LVS) insider ownership filing?

The reporting persons are Dr. Miriam Adelson, Irwin Chafetz, the General Trust under the Sheldon G. Adelson 2007 Remainder Trust, and the General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust. Together they are treated as a group for beneficial ownership reporting purposes.

How many Las Vegas Sands (LVS) shares does the Adelson-Chafetz group beneficially own and what percentage is that?

The reporting group is stated to beneficially own 386,724,043 shares of Las Vegas Sands common stock, representing 57.4% of the company’s 672,851,932 shares outstanding as of December 16, 2025.

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

Dr. Miriam Adelson is reported to beneficially own 341,442,911 shares of Las Vegas Sands common stock, which is approximately 50.7% of the shares outstanding as of December 16, 2025. This includes shares held by Adelson family trusts and 561,578 shares issuable upon exercise of currently exercisable options held by The Miriam Adelson Trust.

How many Las Vegas Sands (LVS) shares are held by the Adelson 2007 Remainder Trust and Friends and Family Trust?

The General Trust under the Sheldon G. Adelson 2007 Remainder Trust directly owns 87,718,919 shares of Las Vegas Sands common stock, about 13.0% of the outstanding shares. The General Trust under the Sheldon G. Adelson 2007 Friends and Family Trust directly owns 87,718,918 shares, also about 13.0% of the outstanding shares.

What recent Las Vegas Sands (LVS) share transactions did Irwin Chafetz report?

On December 1, 2025, Irwin Chafetz sold 30,000 Las Vegas Sands shares in the open market at a weighted average price of $69.76 per share. The sales occurred in multiple trades at prices between $69.72 and $69.84 per share.

What option exercise and sale did The Miriam Adelson Trust report for Las Vegas Sands (LVS)?

On December 16, 2025, The Miriam Adelson Trust exercised options to purchase 77,991 Las Vegas Sands shares at an exercise price of $40.87 per share, relating to options originally granted to Sheldon G. Adelson. The same day, the trust sold 77,991 shares in the open market at a weighted average price of $67.56 per share, with sale prices ranging from $67.49 to $67.72.

Why did the reported ownership percentages in Las Vegas Sands (LVS) change in this amendment?

The amendment explains that the issuer’s ongoing share repurchase program has reduced the number of shares outstanding, which in turn has passively increased the percentages of outstanding common stock beneficially owned by the reporting persons, in addition to reflecting the specific option exercise and share sales described.