Lawrence Ho Gifts 26.4m Melco Resorts Shares to a Trust and Keeps 56.3% Control

Every vested share the Melco chairman held outside the listed parent went into an irrevocable trust on 16 September, a filing shows. Control of the Macau operator does not move, but the shares that did are now reported as no longer his.

• Lawrence Ho transferred 26,440,086 ordinary shares in Melco Resorts & Entertainment to an "irrevocable, professionally-managed trust" on 16 September as a gift with no consideration, according to a Schedule 13D amendment and a Form 4 filed with the US Securities and Exchange Commission on Friday
• The shares are about 2.2% of the company, equivalent to roughly 8.8 million Nasdaq-listed American depositary shares, and were worth about $40 million at the ADS closing price on the day of the transfer
• Ho's reported beneficial ownership falls from 58.5% to 56.3%, all of it now held through Melco Leisure and Entertainment Group, a subsidiary of Hong Kong-listed Melco International, in which he is deemed to hold about 61.4%
• The filing does not identify the trustee, the beneficiaries or the jurisdiction of the trust, and describes the transfer as "part of a generational wealth planning exercise"
• The reporting persons still elect a majority of the board, with three of seven directors drawn from Melco International, and the Macau operator's control structure is otherwise unchanged

The Chairman Has Moved His Personal Stake Out of His Own Name

Melco Resorts & Entertainment chairman and chief executive Lawrence Ho has given 26.44 million ordinary shares in the casino operator to a trust, according to Amendment No. 9 to the Schedule 13D filed jointly on Friday by Melco International Development, its wholly owned subsidiary Melco Leisure and Entertainment Group, and Ho himself. A Form 4 filed the same day records the transaction with the code for a gift and a price per share of zero.

The transfer, dated Wednesday 16 September, comprised 16,505,664 shares Ho held directly and 9,934,422 held through Black Spade Capital Limited, a company the Form 4 describes as held by companies owned by a trust associated with him. After the gift Black Spade holds no Melco Resorts shares, and Ho's direct holding is 8,797,083 unvested restricted shares granted under the company's 2021 Share Incentive Plan, which will be delivered as they vest. Everything else he is deemed to own, 687,360,906 shares or 56.3%, is the stake held by Melco Leisure.

The filing calculates its percentages against 1,220,376,014 ordinary shares outstanding as of 6 March 2026, as stated in the annual report on Form 20-F filed on 13 March. Each Nasdaq-listed ADS represents three ordinary shares, so the gifted block equates to about 8.81 million ADSs. Melco Resorts ADSs closed at $4.56 on 16 September, valuing the transfer at about $40 million. The gift reduced Ho's reported beneficial ownership from the 58.5% disclosed in Amendment No. 8 in July, when he was deemed to own 713.8 million shares.

The recipient is described only as "an irrevocable, professionally-managed trust", and the transfer as "part of a generational wealth planning exercise". The trustee, the beneficiaries and the governing jurisdiction are not disclosed. The amendment states that none of the reporting persons has otherwise effected a transaction in the shares during the past 60 days.

Control is unaffected. The reporting persons hold a majority of the ordinary shares and, the filing says, can elect a majority of the board and "could thus indirectly control all aspects of the Issuer's business". Three of the seven directors are current officers or board members of Melco International and Melco Leisure. Ho holds 36,606,126 Melco International shares personally and is deemed interested in 1,359,666,283, or about 61.4%, through companies, discretionary family trusts and his spouse's holdings.

The amendment also restates the history of the controlling stake: 500 million shares received at the company's formation in March 2005, the $1.188 billion purchase of 198 million shares from Crown Asia in February 2017 that delivered majority control, and a $1 billion five-year credit facility entered by Melco Leisure and Melco International in June 2021 and secured by 677,360,904 of Melco Leisure's shares. Repurchases by Melco Resorts of 85 million shares from Melco Leisure for $152.7 million in August 2022 and 40.4 million shares for $169.8 million in August 2023 were used, the filing says, to provide liquidity to the parent and to repay its debt.

Nothing Changes at the Top, and That Is the Point of Doing It This Way

A 2.2% gift from a 58.5% holder is not a control event, and the filing goes out of its way to say so. What has changed is where Ho's economic exposure sits. Until Wednesday he held a vested personal stake in the operating company alongside the parent's; now his only direct holding is unvested incentive shares, and his interest in Melco Resorts runs entirely through Melco International, a Hong Kong-listed company whose shares closed at HK$2.90 on Friday, and through the lender that holds 677 million of Melco Leisure's shares as security. A reader of the group's accounts already knew the parent was the vehicle for control; the reader of Friday's filing now knows it is the vehicle for the family's economic interest too, with the trust holding the rest at arm's length.

Succession Planning at Macau's Family-Controlled Concessionaires Is a Disclosure Question, Not Just a Private One

Most of Macau's six concessionaires are family-controlled or family-founded, and the Macau market has watched what a contested estate looks like: the death of Stanley Ho, Lawrence Ho's father, in 2020 was followed by litigation among branches of his family over the SJM founder's estate. An irrevocable, professionally managed trust is the standard instrument for avoiding that outcome, and its use here is unremarkable. What matters to investors is that the shares placed in it are reported as no longer beneficially owned by Ho, which means the trust is not a member of the 13D group and its votes are, on paper, independent. Whether they would ever be cast against the family is a different question, and one the filing cannot answer because it does not say who the trustee is.

The Timing Says Nothing About the Business, and the Filing Confirms It

Melco usually reports its September quarter in November, and the sector is in the middle of a split between the banks over whether the month's gross gaming revenue rises or falls, after a record commission spend in the second quarter. A gift at zero consideration to a trust the donor cannot unwind is not a sale, carries no price signal and, unlike the floor-setting purchases at Sands China this month, is not a statement about where the shares are going. The only inference available is the one the filing offers: a controlling shareholder has started arranging the next generation's ownership while he still runs the company.

The control of Melco Resorts is exactly where it was on Tuesday. The family's exposure to it has been reorganised, and the trust that now holds $40 million of the company is answerable to nobody the filing names.