UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) October 27, 2025
| (Exact name of registrant as specified in its charter) | ||||||||
| (State or other jurisdiction of incorporation) | ||||||||
| (Commission File Number) | (IRS Employer Identification No.) | |||||||
(Address of principal executive offices) (Zip Code)
(702 ) 923-9000
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||||||||||||||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||||||||||||||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||||||||||||||||||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||||||||||||||||||||
Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||||||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||||||||||||||
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | ||||||||||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | |||||||||||||||||||||||||
| ITEM 8.01. | Other Events. | ||||
As previously announced by Las Vegas Sands Corp. (the “Company”) on March 6, 2025, Robert G. Goldstein, the Company’s Chairman and Chief Executive Officer, will transition to the role of senior advisor on March 1, 2026. In connection with this transition, between October 27, 2025 and March 1, 2026, Mr. Goldstein intends to sell some or all of his holdings of the Company’s common stock for financial diversification purposes, including shares of common stock underlying his vested option awards. The actual timing and amount of sales will depend on a variety of factors. As part of this plan, Mr. Goldstein sold 300,000 shares of common stock on October 27, 2025.
Mr. Goldstein’s belief in the Company’s prospects remains strong, and the stock sales are intended solely for financial diversification purposes.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include the discussions of the Company’s intended board of directors and chief executive officer changes, potential sales of Company securities by the Company’s Chairman and Chief Executive Officer and related statements. In addition, in certain portions included in this press release, the words “intend,” “will” and similar expressions are intended to identify forward-looking statements. The risks and uncertainties that could cause the Company’s actual results or other expectations to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, the risks and uncertainties detailed in Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q filed by the Company with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date such statement is made. The Company assumes no obligation to update any forward-looking statements and information.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: October 27, 2025
| LAS VEGAS SANDS CORP. | |||||||||||
| By: | /S/ D. ZACHARY HUDSON | ||||||||||
| Name: D. Zachary Hudson Title: Executive Vice President, Global General Counsel and Secretary | |||||||||||