SCHEDULE: Adelson Family Group Adjusts Las Vegas Sands Holdings

The Adelson family group updated its beneficial ownership in Las Vegas Sands Corp., reflecting passive increases from share repurchases and recent insider transactions.

Summary

• The Adelson family group, including Miriam Adelson and Irwin Chafetz, collectively beneficially owns approximately 386,724,043 shares, representing 57.4% of Las Vegas Sands Corp.'s outstanding common stock as of December 16, 2025.
• This percentage includes 561,578 options held by The Miriam Adelson Trust.
• The increase in the group's percentage ownership is partly due to Las Vegas Sands Corp.'s share repurchase program, which reduced the total number of outstanding shares.
• Miriam Adelson beneficially owns 341,442,911 shares (50.7%), and Irwin Chafetz beneficially owns 348,709,091 shares (51.8%).
• On December 1, 2025, Irwin Chafetz sold 30,000 shares in the open market at a weighted average price of $69.76 per share.
• On December 16, 2025, The Miriam Adelson Trust exercised options to purchase 77,991 shares at $40.87 per share, which were originally granted to Sheldon G. Adelson and set to expire on January 25, 2026.
• Also on December 16, 2025, The Miriam Adelson Trust sold all 77,991 shares acquired from the option exercise in the open market at a weighted average price of $67.56 per share.

Sentiment

Score: 5

Explanation: The filing is neutral as it primarily reports changes in beneficial ownership and insider transactions. While insider sales could be perceived negatively, the passive increase in ownership due to share repurchases is positive, balancing the sentiment. It's a factual update without strong positive or negative operational news.

Positives

• The Adelson family group's percentage ownership passively increased due to the Issuer's share repurchase program, indicating ongoing capital return to shareholders by Las Vegas Sands Corp.
• The exercise of options by The Miriam Adelson Trust at a strike price of $40.87 and subsequent sale at $67.56 indicates a significant in-the-money value for the options.

Negatives

• Irwin Chafetz sold 30,000 shares of common stock in the open market on December 1, 2025, at a weighted average price of $69.76 per share.
• The Miriam Adelson Trust sold 77,991 shares of common stock in the open market on December 16, 2025, at a weighted average price of $67.56 per share, immediately after exercising options.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding the company's future operations or financial performance, focusing instead on changes in beneficial ownership.

Industry Context

This filing primarily concerns changes in insider ownership and does not provide direct insights into broader industry trends or competitive landscape. However, the company's share repurchase program, which passively increased insider ownership percentages, is a common capital allocation strategy in the gaming and hospitality industry, often signaling management's confidence in the company's valuation or a lack of immediate high-return investment opportunities.

Corporate Governance

Related Party Transactions

• The filing details the beneficial ownership of shares held by 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, both of which are related parties to Miriam Adelson and Irwin Chafetz, who serve as co-trustees.
• Shares are also held by several other trusts for the benefit of members of the Adelson family, where Miriam Adelson and/or Irwin Chafetz serve as trustees or co-managers, indicating ongoing related party control over a significant portion of the company's stock.

Stakeholder Impact

• Shareholders: The passive increase in the Adelson family group's percentage ownership due to share repurchases could be seen as positive, as it indicates the company is returning capital to shareholders and potentially reducing share count, which can boost EPS. However, insider sales by Mr. Chafetz and The Miriam Adelson Trust might be viewed with caution by other shareholders, potentially signaling a desire for liquidity or portfolio rebalancing.
• Management: The filing clarifies the control structure and voting/dispositive powers within the Adelson family group, which directly impacts the strategic direction and governance of the company.

Key Dates

Recommendation

This Schedule 13D filing primarily provides an update on beneficial ownership and insider transactions, rather than new operational or financial performance data. The insider sales, while notable, are not of a magnitude that would fundamentally alter the investment thesis for Las Vegas Sands Corp. The passive increase in ownership due to share repurchases is a neutral to slightly positive signal regarding capital allocation. Without further operational or strategic news, the filing does not present a compelling reason to change an existing 'hold' position.

Keywords

Las Vegas Sands Corp., LVS, Schedule 13D, Beneficial Ownership, Miriam Adelson, Irwin Chafetz, Insider Trading, Share Repurchase, Option Exercise, Stock Sales, Corporate Governance