Las Vegas Sands (LVS) 10-K risk factor changes: FY2025 vs FY2024

See “Item 7 — [removed: Management's] [added: Management’s] Discussion and Analysis of Financial Condition and Results of Operations — [removed: Special] [added: [Special] Note Regarding Forward-Looking [removed: Statements.”][added: Statements](#id105a79102514106834f277c2335627b_64).”]

[removed: - We] [added: *•*We] depend on the continued services of key [removed: officers.][added: personnel.]

- Because we own real property, we are subject to [removed: extensive] environmental regulation.

We also face potential risks associated with the physical effects of climate change, which may include more frequent or severe storms, typhoons, flooding, extreme or prolonged [removed: heat,] [added: heat and] rising sea [removed: levels and shortages of water.][added: levels.]

To the extent climate change causes additional changes in weather patterns, [added: all] our properties [added: could be subject to increased precipitation levels, coastal and river flooding and heat stress, and our properties] along the coast in Macao could be subject to an increase in the number and severity of [removed: typhoons and coastal and river flooding could cause damage to these properties, and all our properties could be subject to increased precipitation levels and heat stress.][added: typhoons.]

See “Item 1 — Business — [removed: Regulation] [added: [Regulation] and [removed: Licensing”] [added: Licensing](#i6f7c3d5f16b949d28e08773aee1a98fd_139321)”] for further description of regulations that govern our operations.

For example, due to the impact of the COVID-19 pandemic, we suspended our quarterly dividend program between April 2020 and July 2023, resuming dividend payments in August 2023, and SCL suspended its dividend payments beginning in February [removed: 2020.][added: 2020, resuming dividend payments in June 2025.]

See “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note [removed: 12] [added: 11] — [removed: Debt”] [added: [Debt](#id105a79102514106834f277c2335627b_1099511629679)”] for further description of these covenants.

As of December 31, [removed: 2024,] [added: 2025,] we had [removed: $13.75] [added: $15.78] billion of debt outstanding, net of original issue discount and deferred offering costs (excluding those costs related to our revolving facilities).

We have a principal amount of [removed: $3.16] [added: $1.93] billion, [removed: $3.49] [added: $1.57] billion, [removed: $1.45] [added: $3.02] billion, [removed: $1.91] [added: $2.02] billion and [removed: $1.91] [added: $2.70] billion in debt maturing during the years ending December 31, [removed: 2025,] 2026, 2027, [removed: 2028] [added: 2028, 2029] and [removed: 2029,] [added: 2030,] respectively.

During the year ended December 31, [removed: 2024,] [added: 2025,] approximately [removed: 9.5%] [added: 9.4%] and [removed: 10.8%] [added: 12.3%] of our table games [removed: drop] [added: play] at our Macao properties and Marina Bay Sands, respectively, was from credit-based wagering.

Although courts of some foreign nations will enforce gaming debts directly and the assets in the [removed: U.S] [added: U.S.] and elsewhere of foreign debtors may be reached to satisfy a judgment, judgments on gaming debts from courts in the U.S. and elsewhere are not binding in the courts of many foreign nations.

Our Macao and Singapore operations will also compete with casinos located elsewhere in Asia, including South Korea, Malaysia, Philippines, Australia, [removed: Cambodia] [added: Cambodia, Vietnam] and elsewhere in the world, including Las Vegas, as well as online gaming and cruise ships that offer gaming.

Our operations also face increased competition from new developments in Malaysia, [removed: Australia and] [added: Australia,] South [removed: Korea.]

In addition, certain [removed: countries] [added: countries, such as Japan,] have [removed: legalized, and others] [added: legalized casino gaming, while others, such as Thailand,] may in the future [removed: legalize,] [added: legalize] casino [removed: gaming, including Japan, Thailand and Vietnam.][added: gaming.]

The proliferation of gaming venues and gaming activities, such as [added: regulated and unregulated] online gaming, as well as renovations and expansions by our competitors, and their ability to attract customers away from our properties could have a material adverse effect on our financial condition, results of operations and cash flows.

There is litigation associated with our right to lease the underlying land of the Nassau [removed: County] Coliseum from the County of Nassau in the State of New York and there can be no assurance as to the positive outcome of such litigation.

See “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note [removed: 16] [added: 15] — [removed: Leases] [added: [Leases](#id105a79102514106834f277c2335627b_148)”] for a further description of this litigation.

[removed: There] [added: In addition, there] can be no assurance that our business expansion efforts will develop as anticipated or that we will succeed, and if we do not, we may be unable to recover our investments, which could adversely impact our business, financial condition and results of operations.

On February 23, 2022, in connection with closing of the sale of our Las Vegas real property and operations, including The Venetian Resort Las Vegas and the Sands Expo and Convention Center (the “Las Vegas Operations”), for an aggregate purchase price of approximately $6.25 billion (the “Las Vegas Sale”), we entered into a seller financing loan agreement, which provides for a six-year senior secured term loan with a principal amount of $1.26 billion as of December 31, [removed: 2024.][added: 2025.]

For example, with respect to the development in Singapore pursuant to the Second Development Agreement, our current estimate is that construction will be complete by June [removed: 2030] [added: 2030,] with an anticipated opening date in January [removed: 2031,] [added: 2031; however,] any extension of the completion date beyond the July 8, 2029 deadline is subject to the approval of the Singapore government.

Additionally, [removed: beginning on January 1, 2029,] the Macao government has the option to redeem the Concession by providing us at least one-year advance [removed: notice.][added: notice, beginning on January 1, 2029.]

If the development agreements are terminated, we could lose our right to operate Marina Bay [removed: Sands] [added: Sands,] and our investment in Marina Bay Sands could be lost.

Additionally, we entered into a shareholder dividend tax agreement with the Macao government in February 2024, effective for the period from January 1, 2023 through December 31, 2025, [removed: providing] [added: which provided for] an annual payment as a substitution for a 12% tax otherwise due from VML shareholders on dividend distributions paid from VML gaming profits.

The ability of subsidiaries to make distributions to us depends on the earnings and cash flow generated from [removed: gaming] operations and various other factors, including dividend requirements to third-party public stockholders in the case of funds being repatriated from SCL, compliance with certain local statutes, the laws and regulations currently and in the future applicable to our subsidiaries and restrictions in connection with their contractual arrangements.

[added: In addition, although in Macao we now require contractors to hire foreign workers directly under their Macao government labor quotas, prior to February 21, 2024,] VML [removed: has effectively] seconded [removed: part of the] foreign workers employed under [removed: these] [added: its labor] quotas to [removed: its] contractors for the construction of our Cotai Strip projects.

[added: While] VML [removed: requires] [added: required] each contractor to whom it [removed: has] seconded these foreign workers to indemnify [removed: VML] [added: it] for any costs or liabilities VML [removed: incurs] [added: incurred] as a result of such [removed: contractor's] [added: contractor’s] failure to fulfill [removed: their obligations.][added: its obligations, VML remains ultimately liable for all employer obligations relating to these seconded foreign workers.]

Our operations face risks and uncertainties associated with evolving Chinese laws and regulations, such as those associated with the extent to which the level of Chinese government involvement, control of capital inflows and outflows, control of foreign exchange and allocation of resources currently applicable within mainland China may become applicable to us and other risks and uncertainties as to whether and how [removed: recent] Chinese government statements and regulatory developments, such as those relating to data and cyberspace security and anti-monopoly, could result in a material change in our operations and/or the value of our securities or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors, cause the value of such securities to significantly decline or be worthless and affect our ability to list securities on a U.S. or other foreign exchange.

In addition, the Chinese government has [removed: recently] adopted [removed: new] rules to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers.

As the first systematic and comprehensive law specifically for the protection of personal information in the PRC, the PIPL provides extraterritorial effect on the personal information processing [removed: activities.][added: activities where certain conditions apply.]

Since [added: some of] our data processing activities outside mainland China from our Macao Operations relate to the offering of goods or services directed at natural persons in mainland China, our businesses from our Macao Operations operated outside mainland China [removed: are] [added: could] potentially [added: be] subject to the requirements of PIPL.

However, [removed: the] implementation rules to the extraterritorial jurisdiction of the PIPL [removed: have not been finalized yet,] and [removed: it remains unclear] how the Chinese government will enforce such [removed: law.][added: law extraterritorially remain unclear.]

[removed: Recent] [added: Other] events also indicate greater oversight by the CAC over data security, particularly for companies with Chinese operations seeking to list on a foreign exchange.

[removed: The Review Measures require that an online] platform operator which possesses the personal information of at least one million users must apply for a cybersecurity review by the CAC if it [added: intends to be listed in foreign countries.]

As advised by our PRC legal advisers, Haiwen & Partners, SCL is currently not required to obtain any permission or approval from the CSRC, CAC or any other mainland Chinese governmental authority to [removed: operate its business or to] issue securities to foreign investors, other than those related to its two subsidiaries incorporated in mainland China that only provide back-office support.

Dr. Miriam Adelson, her family members and trusts and other entities established for the benefit of Dr. [removed: Adelson's] [added: Adelson’s] family members [removed: (collectively] [added: (collectively,] our “Principal Stockholders”) beneficially owned approximately [removed: 54%] [added: 57%] of our outstanding common stock as of December 31, [removed: 2024.][added: 2025.]

[removed: As of the date of this filing, we] [added: We] currently own [removed: 72.29%] [added: 74.80%] of the issued and outstanding ordinary shares of SCL.

[added: Decisions] that could have different implications for us and SCL, including contractual arrangements we have entered into or may in the future enter into with SCL, may give rise to the appearance of a potential conflict of interest.

We depend on the continued services of key [removed: officers.][added: personnel.]

Our ability to maintain our competitive position is dependent to a large degree on the services of our senior management [removed: team, including our Chairman and Chief Executive Officer, Mr. Robert G.][added: team.]

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

While we make strategic changes and take steps from time to time to maintain or improve our market share in Macao, including making changes to the incentives that we provide to certain of our patrons, there can be no assurances that these efforts will be successful.

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

Korea and Vietnam.

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

On January 19, 2026, we requested this tax agreement to be extended through December 31, 2027.

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

While our Macao operations have implemented certain measures to comply with the cyber and privacy obligations contemplated in PIPL and related laws, regulations and measures, to the extent that they could apply to our operations, there are still uncertainties in relation to the implementation and enforcement of the extraterritorial application of PIPL and related laws and regulations, with respect to cross-border data transfers and cyber incident reporting requirements.

The Review Measures require that an online

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

If we do not retain our key personnel or attract and retain other highly qualified employees, our business will suffer.

Our success also depends, in part, upon our continuing ability to attract, hire, develop and retain other key personnel.

As competition for highly qualified personnel in our industry continues to grow, we may not be able to hire or retain the services of key personnel.

Non-compliance by us, or potentially by third parties with which we share information, with any applicable privacy and cybersecurity law or regulation or a cyber breach, including accidental loss,

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

In addition, increased use of artificial intelligence by threat actors, increases the risk of cyber-attacks and data breaches.

A significant theft, destruction, loss or other fraudulent use of information maintained by us or by a third-party service provider could have an adverse effect on our reputation or cause a material disruption to our operations and management team.

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

We have licensed the “Venetian” and “Palazzo” brands and certain other trademarks related to the Las Vegas Operations pursuant to the agreements effecting the Las Vegas Sale.

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

or our legal strategy may not ultimately result in us prevailing in a matter.

- VML may have financial and other obligations to foreign workers seconded to its contractors under government labor quotas.

In addition, there is no assurance we will be able to obtain a casino license from the State of New York.

VML may have financial and other obligations to foreign workers seconded to its contractors under government labor quotas.

The Macao government has granted VML quotas to permit it to hire foreign workers.

VML, however, remains ultimately liable for all employer obligations relating to these workers, including for payment of wages and taxes and compliance with labor and workers' compensation laws.

VML's agreements with its contractors also contain provisions that permit it to retain some payments for up to one year after the contractors' complete work on the projects.

We cannot assure you VML's contractors will fulfill their obligations to foreign workers hired under the labor quotas or to VML under the indemnification agreements, or the amount of any indemnification payments received will be sufficient to pay for any obligations VML may owe to foreign workers seconded to contractors under VML's quotas.

Until VML makes final payments to its contractors, VML has offset rights to collect amounts that may be owed to it by its contractors, including amounts owed under the indemnities relating to employer obligations.

After VML has made the final payments, it may be more difficult for VML to enforce any unpaid indemnity obligations.

If the extraterritorial jurisdiction under the PIPL were to be extended to us, our Macao Operations would be subject to certain data privacy obligations, which could potentially result in a material change to our operations.

These data privacy obligations would primarily include bearing the responsibility for our personal information processing activities, and adopting the necessary measures to safeguard the security of the personal information we process in compliance with the standards required under the PIPL, the failure of which may result in us being ordered to correct or suspend or terminate the provision of services, confiscation of illegal income, fines or other penalties.

Specifically, if the PIPL were to become applicable to us, we would be required to (i) notify the individuals concerned of the processing of their personal information in detail and establish legal bases for such processing; (ii) improve internal data governance by implementing managerial and technical security measures and response plans for security incidents; (iii) designate a person in charge of personal information protection where we qualify as a “quantity processor” (to be defined by the CAC); (iv) establish a special agency or designate a representative within the territory of the PRC to be responsible for handling matters relating to personal information protection; (v) establish and make public the procedure for individuals to exercise their rights related to personal information; (vi) conduct an impact assessment on personal information protection before any high-risk processing activities; (vii) conclude an agreement with such vendor and supervise its processing where we entrust processing of personal information to any vendor; and (viii) meet one of the conditions prescribed by the PIPL where we transfer personal information outside the territory of the PRC due to business or other needs.

In addition, under the PIPL, where an overseas organization or individual engages in personal information processing activities that infringe upon the personal information rights and interests of PRC citizens or endangering the national security and public interests of the PRC, the CAC may include such organization or individual in the list of subjects to whom provision of personal information is restricted or prohibited, announce the same, and take measures such as restricting or prohibiting provision of personal information to such organization or individual.

Moreover, if the recent Chinese regulatory actions on data security or other data-related laws and regulations were to become applicable to us in the future, we could become subject to certain cybersecurity and data privacy obligations, which could potentially result in a material change to our operations, and the failure to meet such obligations could result in penalties and other regulatory actions against us and may materially and adversely affect our business and results of operations.

intends to be listed in foreign countries.

Decisions

Goldstein, and our President and Chief Operating Officer, Mr. Patrick Dumont.

Further, use of artificial intelligence by our employees, whether

Such theft, destruction, loss or fraudulent use could also result in litigation by stockholders, governmental agencies, customers or other third parties.

or too expensive to justify obtaining insurance.

Pillar One will reallocate taxing rights to market jurisdictions on residual profits of multinational enterprises (“MNEs”) with global turnover greater than 20 billion Euro (“EUR”) and a profit margin above 10%.

Pillar Two consists of interrelated rules which operate to impose a minimum tax rate of 15% calculated on a jurisdictional basis on MNEs with a global turnover of at least EUR 750 million.

We have announced various ESG goals,

See [removed: “Special] [added: “[Special] Note Regarding Forward-Looking [removed: Statements.”][added: Statements](#id105a79102514106834f277c2335627b_64).”]

Our operating segments in Macao consist of The Venetian Macao; The Londoner Macao; The Parisian Macao; The Plaza Macao and Four Seasons Macao; and [removed: the] Sands Macao.

During [removed: 2024,] [added: 2025,] we achieved milestones in advancing several of our strategic objectives.

The Macao government announced total visitation from mainland China to Macao increased approximately [removed: 28.6%] [added: 18.5%] during the year ended December 31, [removed: 2024,] [added: 2025,] as compared to the same period in [removed: 2023.][added: 2024.]

The Macao government also announced gross gaming revenue increased approximately [removed: 23.9%] [added: 9.1%] during the year ended December 31, [removed: 2024,] [added: 2025,] as compared to the same period in [removed: 2023.][added: 2024.]

Airlift passenger movement has increased with a total of [removed: 68] [added: 70] million passengers having passed through [removed: Singapore's] [added: Singapore’s] Changi Airport during the year ended December 31, [removed: 2024,] [added: 2025,] an increase of [removed: 14.8%] [added: 3.4%] compared to the same period in [removed: 2023.][added: 2024.]

The STB announced total visitation to Singapore increased from approximately [removed: 13.6] [added: 16.5] million during the year ended December 31, [removed: 2023] [added: 2024] to [removed: 16.5] [added: approximately 16.9] million during the year ended December 31, [removed: 2024.][added: 2025.]

We have a strong balance sheet and sufficient liquidity in place, including total unrestricted cash and cash equivalents of [removed: $3.65] [added: $3.84] billion [added: as of December 31, 2025] and access to $1.50 billion, [removed: $2.51] [added: $1.71] billion and [removed: $433] [added: $458] million of available borrowing capacity from our 2024 LVSC Revolving Facility, 2024 SCL Revolving Facility and [removed: 2012] [added: 2025] Singapore Revolving Facility, respectively, as of [removed: December 31, 2024.][added: the date of this Annual Report on Form 10-K.]

Our Rolling Chip table games are expected to produce a win percentage of [removed: 3.30%] [added: 3.3%] in Macao and [removed: Singapore.][added: 3.7% for Singapore (through June 30, 2024).]

In Macao and Singapore, [removed: 9.5%] [added: 9.4%] and [removed: 10.8%,] [added: 12.3%,] respectively, of our table games play was conducted on a credit basis for the year ended December 31, [removed: 2024.][added: 2025.]

Available rooms exclude those rooms unavailable for occupancy during the period due to renovation, development or other [removed: requirements (such as government mandated closure, lodging for team members and usage by the Macao government for quarantine measures).][added: requirements.]

Tenant sales per square foot is the sum of reported comparable sales for the trailing [removed: 12] [added: twelve] months divided by the comparable square footage for the same period.

Only tenants that have been open for a minimum of [removed: 12] [added: twelve] months are included in the tenant sales per square foot calculation.

[removed: Net revenues for the year ended] [added: Year Ended] December 31, [removed: 2024, were $11.30 billion, compared] [added: 2025 Compared] to [removed: $10.37 billion for] the [removed: year ended] [added: Year Ended] December 31, [removed: 2023.][added: 2024]

| | | | Year Ended December 31, | | | | | | | | | | | | | | | [added: | | | | | |]

| | | | [added: 2025 | | | | | |] 2024 | | | | | | [removed: 2023] [added: Dollar Change] | | | | | | Percent Change | | |

| | | | (Dollars in millions) | | | | | | | | | | | | | | | [added: | | | | | |]

| Food and beverage | | | [added: 644 | | | | | |] 607 | | | | | | [removed: 584] [added: 37] | | | | | | [removed: 3.9] [added: 6.1] | | % |

| Convention, retail and other | | | [added: 361 | | | | | |] 359 | | | | | | [removed: 295] [added: 2] | | | | | | [removed: 21.7] [added: 0.6] | | % |

| Total net revenues | | | $ | [added: 13,017 | | | | | $ |] 11,298 | | | | | $ | [removed: 10,372] [added: 1,719] | | | | | [removed: 8.9] [added: 15.2] | | % |

Consolidated net revenues [removed: were $11.30 billion for the year ended December 31, 2024, an increase of $926 million compared to $10.37 billion for the year ended December 31, 2023,] [added: increased] due to increases of [removed: $546 million] [added: $1.36 billion] and [removed: $380] [added: $360] million at [removed: our Macao operations and] Marina Bay [removed: Sands,] [added: Sands and our Macao operations,] respectively.

Net casino revenues increased [removed: $781 million compared to the year ended December 31, 2023,] due to increases of [removed: $505 million] [added: $1.25 billion] and [removed: $276] [added: $237] million at [removed: our Macao operations and] Marina Bay [removed: Sands,] [added: Sands and our Macao operations,] respectively.

Casino revenues at our Macao operations increased due to [removed: increased] [added: increases in] table games and slot volumes and [removed: Non-Rolling] [added: Rolling] Chip win [removed: percentages,] [added: percentage,] partially offset by [removed: decreased Rolling] [added: decreases in Non-Rolling] Chip win and slot hold percentages.

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | Change | | |

| Total casino revenues | | | $ | [removed: 2,282] [added: 2,146] | | | | | $ | [removed: 2,151] [added: 2,282] | | | | | [removed: 6.1] [added: (6.0)] | | % |

| Non-Rolling Chip drop | | | $ | [removed: 9,299] [added: 9,549] | | | | | $ | [removed: 8,711] [added: 9,299] | | | | | [removed: 6.8] [added: 2.7] | | % |

| Non-Rolling Chip win percentage | | | [removed: 24.7] [added: 23.2] | | % | | | | [removed: 24.2] [added: 24.7] | | % | | | | [removed: 0.5] [added: (1.5)] | | pts |

| Rolling Chip volume | | | $ | [removed: 3,701] [added: 4,130] | | | | | $ | [removed: 4,546] [added: 3,701] | | | | | [removed: (18.6)] [added: 11.6] | | % |

| Rolling Chip win percentage | | | [removed: 4.43] [added: 3.77] | | % | | | | [removed: 4.44] [added: 4.43] | | % | | | | [removed: (0.01)] [added: (0.66)] | | pts |

| Slot handle | | | $ | [removed: 5,946] [added: 5,784] | | | | | $ | [removed: 5,066] [added: 5,946] | | | | | [removed: 17.4] [added: (2.7)] | | % |

| Slot hold percentage | | | [removed: 3.8] [added: 3.6] | | % | | | | [removed: 4.3] [added: 3.8] | | % | | | | [removed: (0.5)] [added: (0.2)] | | pts |

| Total casino revenues | | | $ | [removed: 1,462] [added: 1,946] | | | | | $ | [removed: 1,283] [added: 1,462] | | | | | [removed: 14.0] [added: 33.1] | | % |

| Non-Rolling Chip drop | | | $ | [removed: 6,791] [added: 8,638] | | | | | $ | [removed: 5,842] [added: 6,791] | | | | | [removed: 16.2] [added: 27.2] | | % |

| Non-Rolling Chip win percentage | | | [removed: 21.5] [added: 22.7] | | % | | | | [removed: 21.3] [added: 21.5] | | % | | | | [removed: 0.2] [added: 1.2] | | pts |

| Rolling Chip volume | | | $ | [removed: 7,633] [added: 9,657] | | | | | $ | [removed: 7,336] [added: 7,633] | | | | | [removed: 4.0] [added: 26.5] | | % |

| Rolling Chip win percentage | | | [removed: 3.34] [added: 3.41] | | % | | | | [removed: 2.99] [added: 3.34] | | % | | | | [removed: 0.35] [added: 0.07] | | pts |

| Slot handle | | | $ | [removed: 6,057] [added: 8,268] | | | | | $ | [removed: 5,290] [added: 6,057] | | | | | [removed: 14.5] [added: 36.5] | | % |

| Slot hold percentage | | | [removed: 3.8] [added: 4.4] | | % | | | | [removed: 4.0] [added: 3.8] | | % | | | | [removed: (0.2)] [added: 0.6] | | pts |

| Total casino revenues | | | $ | [removed: 740] [added: 657] | | | | | $ | [removed: 655] [added: 740] | | | | | [removed: 13.0] [added: (11.2)] | | % |

| Non-Rolling Chip drop | | | $ | [removed: 3,768] [added: 3,067] | | | | | $ | [removed: 2,926] [added: 3,768] | | | | | [removed: 28.8] [added: (18.6)] | | % |

During the second quarter of 2025, we completed the conversion of the Sheraton Grand Macao into the Londoner Grand, which included the construction of 2,405 newly renovated rooms and suites, representing Macao’s first Marriott International Luxury Collection hotel, upgraded the gaming areas and included the addition of attractions, dining, retail and entertainment offerings.

Additionally, we completed the renovations of the Tower 3 hotel rooms at Marina Bay Sands into world class suites in the second quarter of 2025.

The completion of the renovations of Towers 1, 2 and 3 resulted in a total of 1,844 rooms, including 775 suites.

Our Macao operations continue to face a competitive casino operating environment, with adjusted property EBITDA having decreased $17 million, or 0.7%, compared to the year ended December 31, 2024.

Our Singapore operations continue to deliver exceptional results in terms of adjusted property EBITDA having increased $870 million, or 42.4%, compared to the year ended December 31, 2024, with the key driver being an increase in gross gaming revenue.

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

During the three months ended September 30, 2025, we revised our expected win percentage for Singapore to be based on the theoretical hold percentage measured by technology-enabled tables (“smart tables”).

The quarterly theoretical hold percentage based on smart table data was 3.8%, 4.1%, 4.2% and 3.9% for the three months ended March 31, June 30, September 30 and December 31, 2025, respectively, and 3.5% and 3.7% for the three months ended September 30 and December 31, 2024, respectively, in Singapore.

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | |

| Net revenues | | | $ | 13,017 | | | | | $ | 11,298 | | | | | $ | 1,719 | | | | | 15.2 | | % |

| Operating income | | | 2,818 | | | | | | 2,402 | | | | | | 416 | | | | | | 17.3 | | % |

| Net income | | | 1,866 | | | | | | 1,752 | | | | | | 114 | | | | | | 6.5 | | % |

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 2025 | | | | | | 2024 | | | | | | Dollar Change | | | | | | Percent Change | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| | | | (Dollars in millions) | | | | | | | | | | | | | | | | | | | | |

| Casino | | | $ | 9,789 | | | | | $ | 8,303 | | | | | $ | 1,486 | | | | | 17.9 | | % |

| Rooms | | | 1,422 | | | | | | 1,274 | | | | | | 148 | | | | | | 11.6 | | % |

| Mall | | | 801 | | | | | | 755 | | | | | | 46 | | | | | | 6.1 | | % |

Casino revenues at Marina Bay Sands increased due to overall increases in win and hold percentages, as well as an increase in table games volumes.

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

| | | | 2025 | | | | | | 2024 | | | | | | Change | | |

(1)Rolling Chip tables were made available based on demand beginning in March 2024.

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

| | | | 2025 | | | | | | 2024 | | | | | | Change | | |

The increase at our Macao operations was primarily due to the opening of new venues since September 2024, partially offset by a decrease in business volumes at other outlets.

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

| | | | 2025 | | | | | | 2024 | | | | | | Change | | |

(1) During the year ended December 31, 2025, approximately 49,000, 40,000 and 14,000 square feet of space at the Shoppes at Londoner, the Shoppes at Parisian and the Shoppes at Four Seasons, respectively, were removed from the respective gross leasable area as they were taken off the market and not available for leasing.

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | | | |

| | | | 2025 | | | | | | 2024 | | | | | | Dollar Change | | | | | | Percent Change | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| | | | (Dollars in millions) | | | | | | | | | | | | | | | | | | | | |

We continued work on Phase II of The Londoner Macao, which primarily includes the renovation of the rooms in the Sheraton towers, an upgrade of the gaming areas and the addition of attractions, dining, retail and entertainment offerings.

The Londoner Grand casino opened on September 26, 2024.

The Sheraton Grand Macao is being converted into the Londoner Grand hotel, which upon completion will have 2,405 rooms and suites and represents Macao’s first Marriott International Luxury Collection hotel.

Phase II of The Londoner Macao is expected to be substantially completed during the first half of 2025.

We completed the renovations of Tower 1 and Tower 2 and introduced world-class suites and other luxury amenities at Marina Bay Sands.

We continue with the renovation of the Tower 3 hotel rooms into world class suites, which is expected to be completed in phases during the first half of 2025, and other property changes.

From 2020 through the beginning of 2023, our operations in Macao were negatively impacted by the reduction in travel and tourism related to the COVID-19 pandemic.

The Macao government's policy regarding the management of COVID-19 and general travel restrictions was relaxed in late December 2022 and early January 2023.

Since then, visitation to our Macao Integrated Resorts and operations has improved.

Our operations in Singapore continued to be positive as travel and tourism spending increased, resulting from the elimination of all remaining COVID-19 border measures in February 2023.

Visitation to Marina Bay Sands continues to improve since the travel restrictions have been lifted.

We continued to see positive financial results for the year ended December 31, 2024, due to increased visitation at our Integrated Resorts.

Macao visitation from mainland China increased 28.6% compared to the year ended December 31, 2023, due to a more supportive travel environment that included further recovery in scheduled airline capacity to Macao Airport and other airports that serve the Macao market, more frequent ferry services to Macao from locations, such as Hong Kong, and increases in flexibility and availability of certain visa types.

Due to the elimination of all remaining COVID-19 border measures in February 2023 and airlift passenger movement increasing 14.8% compared to the year ended December 31, 2023, Singapore visitation increased 21.4% compared to the year ended December 31, 2023.

Operating income was $2.40 billion for the year ended December 31, 2024, compared to $2.31 billion for the year ended December 31, 2023.

Net income was $1.75 billion for the year ended December 31, 2024, compared to $1.43 billion for the year ended December 31, 2023.

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Casino | | | $ | 8,303 | | | | | $ | 7,522 | | | | | 10.4 | | % |

| Rooms | | | 1,274 | | | | | | 1,204 | | | | | | 5.8 | | % |

| Mall | | | 755 | | | | | | 767 | | | | | | (1.6) | | % |

Casino revenues at Marina Bay Sands increased due to increased table games and slot volumes and Non-Rolling win percentage, partially offset by decreased Rolling Chip win percentage.

(1)During the year ended December 31, 2024, a daily average of approximately 1,850 rooms were excluded from available rooms in connection with the renovations related to the conversion of the Sheraton towers to the Londoner Grand in connection with Phase II of The Londoner Macao.

(2)During the years ended December 31, 2024 and 2023, approximately 1,800 and 2,100 rooms, respectively, were available for occupancy.

The increase at our Macao operations was primarily driven by increased visitation across our properties and new food and beverage outlets.

Mall revenues decreased $12 million compared to the year ended December 31, 2023.

(1)Tenant sales per square foot is the sum of reported comparable sales for the trailing 12 months divided by the comparable square footage for the same period.

The increase at Marina Bay Sands was driven by increases of $15 million in convention revenue, $6 million at the SkyPark, $4 million in museum revenue and $3 million in entertainment revenue, as well as an $8 million nonrecurring adjustment related to a change in accounting estimate of our non-gaming club points accrual.

The increase at our Macao operations was driven by $14 million in ferry operations due to increased sailings resulting from increased visitation, $13 million in entertainment revenue and $1 million in convention revenue.

| Casino | | | $ | 4,611 | | | | | $ | 4,152 | | | | | 11.1 | | % |

| Rooms | | | 313 | | | | | | 283 | | | | | | 10.6 | | % |

| Mall | | | 87 | | | | | | 88 | | | | | | (1.1) | | % |

The increase was driven by increases of $459 million in casino expenses, $100 million in depreciation and amortization, and $60 million in corporate expenses.

Casino expenses increased $459 million compared to the year ended December 31, 2023.

Room expenses increased $30 million compared to the year ended December 31, 2023.

The increase was due to increases of $18 million and $12 million at Marina Bay Sands and our Macao operations, respectively, driven by higher costs associated with new and elevated rooms introduced at Marina Bay Sands throughout 2023 and 2024 and increased occupancy in Macao.

Food and beverage expenses increased $31 million compared to the year ended December 31, 2023.

The increase was due to increases of $24 million and $7 million at our Macao operations and Marina Bay Sands, respectively, driven by increased business volume at food outlets and banquets and consistent with increased property visitation.

The increase at our Macao operations was primarily due to increases of $17 million in entertainment due to increased event volume, $15 million in ferry operations due to higher repairs and maintenance, contract labor costs and fuel costs driven by additional sailings resulting from increased visitation, and $8 million in other operating expenses (e.g., limo, exhibits, spa).

The increase at Marina Bay Sands was driven by increases of $3 million in entertainment, $3 million in convention and $7 million in other operating expenses (e.g., limo, ArtScience Museum).

Our primary exposures to market risk are interest rate risk associated with our debt and foreign currency exchange rate risk associated with our operations outside the [removed: United States,] [added: U.S.,] which we may manage through the use of futures, options, caps, forward contracts and similar instruments.

As of December 31, [removed: 2024,] [added: 2025,] the estimated fair value of our [removed: debt] [added: debt, excluding finance leases,] was approximately [removed: $13.35] [added: $15.78] billion, compared to its contractual value of [removed: $13.69] [added: $15.77] billion.

A hypothetical 100 basis point change in market rates would cause the fair value of our debt to change by [removed: $294] [added: $259] million.

A hypothetical 100 basis point change in [removed: SOFR,] HIBOR and SORA would cause our annual interest cost on our debt to change by approximately [removed: $26] [added: $54] million.

Foreign currency transaction [removed: gains] [added: losses] for the year ended December 31, [removed: 2024,] [added: 2025,] were [removed: $15] [added: $21] million primarily due to U.S. dollar denominated debt issued by SCL.

Based on balances as of December 31, [removed: 2024,] [added: 2025,] a hypothetical [removed: 1% weakening] [added: 10% adverse change in the U.S. dollar/SGD exchange rate would cause a foreign currency transaction loss] of [added: approximately $34 million, and a hypothetical 1% adverse change in] the U.S. dollar/pataca exchange rate would cause a foreign currency transaction loss of approximately [removed: $18] [added: $14] million (net of the impact from the foreign currency swap agreements).

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

There were no material balances denominated in U.S. dollars related to our Singapore operations as of December 31, 2024; however, these balances fluctuate to support our operations.

We believe our geographic diversity, best-in-class properties and [removed: convention-based business model] [added: meeting and convention facilities] provide us with the best platform in the hospitality and gaming industry to [added: attract leisure and business tourism to our markets and] continue generating growth and cash flow while simultaneously pursuing new development opportunities.

We focus on the mass market, which [removed: comprises] [added: is] our most profitable gaming segment.

Our properties also cater to [removed: high-end] [added: VIP] patrons by providing them with luxury [removed: amenities] [added: amenities, including luxury accommodations, restaurants, lounges, invitation-only clubs] and [removed: premium service levels.][added: private gaming salons.]

Our convention, trade show and meeting facilities, combined with the on-site amenities offered at our Macao and Singapore Integrated Resorts, provide flexible and expansive space for meetings, incentives, conventions and exhibitions [removed: (“MICE”).][added: (“MICE”) and align with our strategy of driving high value tourism to our markets.]

Through our [removed: 72.29%] [added: 74.80%] ownership of Sands China Ltd. (“SCL”), [removed: as of the date of this filing,] we own and operate a collection of Integrated Resorts in the Macao Special Administrative Region (“Macao”) of the [removed: People's] [added: People’s] Republic of China (“PRC” or “China”).

In Singapore, we own and operate the iconic Marina Bay Sands, which [removed: opened in 2010 and] is one of [removed: Singapore's] [added: Singapore’s] major tourist, business and retail destinations.

We strive to deliver a positive working environment for our team members worldwide and pledge to promote the advancement of aspiring team members through a range of educational [removed: partnerships, grants] [added: partnerships] and leadership training.

See “Item 7 — [removed: Management's] [added: Management’s] Discussion and Analysis of Financial Condition and Results of Operations — [removed: Special] [added: [Special] Note Regarding Forward-Looking [removed: Statements.”][added: Statements](#id105a79102514106834f277c2335627b_64).”]

Substantial and diversified cash flow from existing operations. Our Integrated Resorts in Macao and Singapore have contributed [removed: 53%] [added: 44%] and [removed: 47%] [added: 56%] of our total adjusted property EBITDA, respectively, during [removed: 2024.][added: 2025.]

[added: Our team is focused on delivering growth, driving innovation, increasing our return on invested capital,] balance sheet strength, preserving the Company’s financial flexibility to pursue development opportunities and continuing to execute return of capital to stockholders.

Unique MICE and entertainment facilities. Our market-leading MICE and entertainment facilities contribute to our markets’ diversification and appeal to [removed: business and] leisure [added: and business] travelers while diversifying our cash flows and increasing revenues and profit.

Our planned development projects include fulfilling capital and operating investment requirements as part of our Macao gaming [removed: concession, the continuing renovation and redevelopment of The Londoner Macao] [added: concession] and the extensive renovation and expansion of Marina Bay Sands.

The Venetian Macao includes approximately 503,000 square feet of gaming space and gaming support area with approximately [removed: 678] [added: 659] table games and [removed: 1,140] [added: 1,137] slot machines and electronic table games (“ETGs”).

The Venetian Macao features a 39-floor luxury hotel tower with 2,905 elegantly appointed luxury suites and the Shoppes at Venetian, approximately [removed: 952,000] [added: 960,000] square feet of unique retail shopping with [removed: 350] [added: 359] stores featuring many international brands and home to [removed: 60] [added: 66] restaurants and food outlets featuring an international assortment of cuisines.

In addition, The Venetian Macao has approximately 1.2 million square feet of convention facilities and meeting room space, an 1,800-seat theater and the [removed: recently renovated] 14,000-seat Venetian Arena that hosts world-class entertainment and sporting events.

The second hotel tower consists of 659 five-star rooms and suites under the Conrad brand and The Londoner [removed: Macao] Hotel with 594 London-themed suites, including 14 exclusive Suites by David Beckham.

[removed: The] [added: Additionally, the] Integrated Resort includes approximately 400,000 square feet of gaming space and gaming support area with approximately [removed: 513] [added: 500] table games and [removed: 1,281] [added: 1,285] slot machines and ETGs, approximately 358,000 square feet of meeting space, a 1,701-seat theater, the 6,000-seat Londoner Arena, [removed: approximately 566,000 square feet of retail space with 164 stores and home to 50 restaurants and food outlets featuring an international assortment of cuisines.]

The Parisian Macao, which is connected to The Venetian Macao and The Plaza Macao and Four Seasons Macao, includes approximately 272,000 square feet of gaming space and gaming support area with approximately [removed: 267] [added: 255] table games and [removed: 900] [added: 1,008] slot machines and ETGs.

The Parisian Macao also features 2,541 rooms and suites and the Shoppes at Parisian, approximately 297,000 square feet of unique retail shopping with [removed: 109] [added: 101] stores featuring many international brands and home to [removed: 24] [added: 23] restaurants and food outlets featuring an international assortment of cuisines.

The Plaza Macao and Four Seasons Macao, which is located adjacent to The Venetian Macao, has approximately 108,000 square feet of gaming space and gaming support area with approximately [removed: 105] [added: 106] table games and 13 slot machines and ETGs at its Plaza Casino.

The Shoppes at Four Seasons includes approximately 262,000 square feet of retail space with [removed: 138] [added: 136] stores and 10 restaurant and food outlets, and is connected to the Shoppes at Venetian.

The Sands Macao includes approximately 176,000 square feet of gaming space and gaming support area with approximately [removed: 117] [added: 160] table games and [removed: 366] [added: 257] slot machines and ETGs.

See “Regulation and Licensing — [removed: *Macao Concession*.”][added: [Macao Concession](#i6f7c3d5f16b949d28e08773aee1a98fd_146206).”]

The Integrated Resort offers approximately [removed: 162,000] [added: 157,000] square feet of gaming space with approximately [removed: 543] [added: 568] table games and 3,000 slot machines and ETGs; approximately [removed: 616,000] [added: 794,000] square feet at The Shoppes at Marina Bay Sands, an enclosed retail, dining and entertainment complex [removed: with] [added: featuring] signature restaurants from world-renowned chefs; an event plaza and promenade; and an art/science museum.

See “Regulation and Licensing — [removed: Development] [added: [Development] Agreement with Singapore Tourism [removed: Board.”] [added: Board](#i6f7c3d5f16b949d28e08773aee1a98fd_146227).”] Additionally, see “Development Projects — [removed: Singapore.”][added: [Singapore](#i6f7c3d5f16b949d28e08773aee1a98fd_146232).”]

According to Macao government statistics issued publicly on a monthly basis by the Gaming Inspection and Coordination Bureau (commonly referred to as the “DICJ”), annual gross gaming revenues were [removed: 226.78] [added: 247.40] billion patacas in [removed: 2024] [added: 2025] (approximately [removed: $28.35] [added: $30.87] billion at exchange rates in effect on December 31, [removed: 2024),] [added: 2025),] an increase of [removed: 23.9%] [added: 9.1%] compared to [removed: 2023.][added: 2024.]

Visitation to Macao was approximately [removed: 35] [added: 40] million in [removed: 2024,] [added: 2025,] an increase of [removed: 23.8%] [added: 14.7%] compared to [removed: 2023.][added: 2024.]

We believe this growth will be driven by a variety of factors, including the movement of Chinese citizens to urban centers in China, continued growth of the Chinese outbound tourism market, the increased utilization of existing transportation infrastructure, the introduction of new transportation infrastructure and the continued increase in hotel room inventory in [added: Macao and neighboring Hengqin Island.]

Based on figures released by the Singapore Tourism Board (the [removed: "STB"),] [added: “STB”),] Singapore welcomed approximately [removed: 16.5] [added: 16.9] million international visitors [removed: in] [added: during] the [removed: twelve months] [added: year] ended December 31, [removed: 2024,] [added: 2025,] a [removed: 21.4%] [added: 2.3%] increase compared to [removed: the same period in 2023.][added: 2024.]

Tourism receipts were estimated to be [removed: 27.16] [added: 29.78] billion Singapore dollars [removed: ("SGD",] [added: (“SGD,”] approximately [removed: $19.97] [added: $23.18] billion at exchange rates in effect on December 31, [removed: 2024)] [added: 2025)] in [removed: 2023] [added: 2024] (the latest information publicly available at the time of filing).

More than 100 airlines operate in Singapore, connecting it to [removed: some 150] [added: 170] cities in approximately 50 countries.

[removed: In] [added: During] the [removed: twelve months] [added: the year] ended December 31, [removed: 2024, 68] [added: 2025, 70] million passengers passed through [removed: Singapore's] [added: Singapore’s] Changi Airport, an increase of [removed: 14.8%] [added: 3.4%] compared to [removed: the same period in 2023.][added: 2024.]

Based on figures released by the STB, the largest source markets for visitors to Singapore over the last five [added: years ending in 2025 were China and Indonesia.]

We currently own approximately [removed: 2.7] [added: 2.9] million square feet of gross retail space.

For further information related to the financial performance of our malls, see “Part II — Item 7 — [removed: Management's] [added: [Management](#id105a79102514106834f277c2335627b_43)[’](#id105a79102514106834f277c2335627b_43)[s] Discussion and Analysis of Financial Condition and Results of [removed: Operations.”][added: Operations](#id105a79102514106834f277c2335627b_43).”]

The tables below set forth certain information regarding our mall operations on the Cotai Strip and at Marina Bay Sands as of December 31, [removed: 2024.][added: 2025.]

These tables do not reflect subsequent activity in [removed: 2025.][added: 2026.]

| Mall Name | | | | | | Total GLA(1) | | | | | | [added: | | |] Selected Significant Tenants | | |

| Shoppes at Venetian | | | | | | [removed: 822,424(2)] [added: 829,872] | | | [added: (2)] | | | [added: | | |] Zara, [removed: Victoria's] [added: Victoria’s] Secret, Uniqlo, Tiffany & Co., Rolex, Bvlgari, [removed: Muji,] [added: MUJI,] Marks & Spencer, Tommy Hilfiger, Cartier, Chaumet, Longines, OMEGA, Polo Ralph Lauren, Kenzo, Boucheron, [removed: Diesel,] Lululemon, [removed: Arc'teryx, Nike,] [added: Arc’teryx, NIKE,] Audemars [removed: Piguet] [added: Piguet, LAOPU GOLD, Chow Tai Fook, BOSS, Coach, Tumi, Pop Mart] | | |

| Shoppes at Londoner | | | | | | [removed: 566,251] [added: 518,138] | | | | | | [added: | | |] Marks & Spencer, Chow Tai Fook, Apple, Bottega Veneta, Gucci, Burberry, [removed: Tod's, V&A,] [added: Tod’s,] DFS, Tory Burch, The Cheesecake Factory, Shake Shack, Jimmy Choo, Alexander McQueen, Polo Ralph Lauren, [removed: Stella McCartney,] Emporio Armani, Louis Vuitton, Alexander Wang, Mikimoto, Uniqlo, Lord [removed: Stow's] [added: Stow’s] Bakery & [removed: Cafe] [added: Cafe, NBA, Brunello Cucinelli, Versace, Canada Goose, Zegna] | | |

The scale of our properties enables us to offer a range of amenities to serve the widest array of customer segments in each market.

Within the mass market, the upscale position of our gaming and non-gaming amenities and service levels enables us to appeal to higher spending customers, which we refer to as premium mass.

Our retail malls feature a diverse mix of retail tenants that we believe contribute to increased visitation to our properties and provide a customer amenity that complements our other product and service offerings.

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

Experienced management team with a proven track record. We have a global leadership team with substantial industry, operating, development and construction experience that has successfully navigated diverse regulatory, cultural and economic environments.

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

The third and fourth hotel towers consist of the Londoner Grand hotel and represent Macao’s first Marriott International Luxury Collection hotel with 2,405 rooms and suites.

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

approximately 518,000 square feet of retail space with 172 stores and home to 51 restaurants and food outlets featuring an international assortment of cuisines.

Marina Bay Sands has three 55-story hotel towers consisting of 1,844 rooms, including 775 suites, which have recently undergone extensive renovations to introduce world class suites.

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | |

(3)Excludes approximately 40,000 square feet of space on the fifth floor currently not on the market for lease.

(4)Excludes approximately 14,000 square feet of space on the second floor currently not on the market for lease.

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

| Total | | | | | | 2,175,870 | | | | | | 100 | | % | | | | | | |

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

In accordance with the Concession (as defined below), VML has committed to invest, or cause to be invested, at least 35.84 billion patacas (approximately $4.47 billion at exchange rates in effect on December 31, 2025) in Macao (the “Investment Plan”).

The key aspects of our Investment Plan remain subject to Macao government approval and include the upgrading and modernization of our MICE and entertainment facilities to continue to increase foreign visitation to Macao and the redevelopment of the tropical garden situated adjacent to The Londoner Macao, transforming the Le Jardin garden into a distinctive garden-themed attraction to include an iconic conservatory and meticulously designed themed green spaces.

We are working with the Macao government to help ensure our Investment Plan aligns with Macao’s evolving economic development strategies.

This may result in the reallocation of certain previously announced investments to other initiatives that support Macao’s growth objectives.

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

Construction works for the project commenced as of May 26, 2025, before the requisite commencement date under the Second Supplemental Agreement.

The renovations of the Tower 3 hotel rooms at Marina Bay Sands into world class suites were completed in the second quarter of 2025, and we are continuing to progress on other property renovations, which include the hotel lobby and SkyPark and additional retail, food and beverage and wellness offerings.

The completion of the renovations of Towers 1, 2 and 3 resulted in a total of 1,844 rooms, including 775 suites.

In April 2025, we announced our decision to cease pursuit of a casino license from the State of New York in light of concerns regarding a lower anticipated return on investment due to various factors, including the impact of the potential legalization of online gaming on the New York market.

We continue to consider potential acquirors and other development opportunities for the Nassau Coliseum site.

There is no assurance we will be able to accomplish a sale or other development opportunity or to resolve certain matters associated with the right to lease the underlying land from Nassau County.

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

Of this total, 33.39 billion patacas (approximately $4.17 billion at exchange rates in effect on December 31, 2025) must be invested in non-gaming projects.

These investments must be accomplished by December 2032.

We are working with the Macao government to help ensure our Investment Plan aligns with Macao’s evolving economic development strategies.

This may result in the reallocation of certain previously announced investments to other initiatives that support Macao’s growth objectives.

They must also maintain

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

LVSC and SCL shareholders who indirectly hold 5% or more of VML’s share capital, at the request of the Macao government, may also be subject to a suitability assessment.

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

We also offer loyalty programs at our properties, which provide access to rewards, privileges and members-only events.

Additionally, we believe being in the retail mall business and, specifically, owning some of the largest retail properties in Asia will provide meaningful value for us, particularly as the retail market in Asia continues to grow.

These amenities include luxury accommodations, restaurants, lounges, invitation-only clubs and private gaming salons.

Our unique convention-based marketing strategy allows us to attract business travelers during the slower mid-week periods while leisure travelers occupy our properties during the weekends.

In 2024, we were named to the Dow Jones Sustainability North America Index for the seventh consecutive year and to the Dow Jones Sustainability World Index for the fifth consecutive year, recognizing our ESG leadership and performance.

As awareness of The Londoner Macao increases, we believe this Integrated Resort has both the quality and scale to enhance the overall reputation and recognition of our Macao portfolio.

Experienced management team with a proven track record. Mr. Robert G.

Goldstein, our Chairman and Chief Executive Officer, has been an integral part of our executive team from the beginning, joining our founder and previous Chairman and Chief Executive Officer, Mr. Sheldon G.

Adelson, before The Venetian Resort Las Vegas was constructed.

Mr. Goldstein is one of the most respected and experienced executives in our industry today.

Mr. Patrick Dumont, our President and Chief Operating Officer, has been with the Company for more than 14 years, including previously serving as our Executive Vice President and Chief Financial Officer, and has prior experience in corporate finance and management.

Our management team is focused on delivering growth, increasing our return on invested capital,

We continue to work on Phase II of The Londoner Macao, which commenced in 2023 and primarily includes the renovation of the rooms in the third and fourth hotel towers, previously the Sheraton Grand Macao, and will result in 1,382 and 1,023 rooms and suites, respectively, upon completion.

The Sheraton Grand Macao is being rebranded into the Londoner Grand hotel, which

will become Macao’s first Marriott International Luxury Collection hotel.

Additionally, Phase II of The Londoner Grand includes an upgrade of the gaming areas and the addition of attractions, dining, retail and entertainment offerings and is expected to be substantially complete during the first half of 2025 (see “Development Projects” for further information).

The Londoner Grand casino opened on September 26, 2024.

Marina Bay Sands opened with approximately 2,600 rooms and suites located in three 55-story hotel towers.

We are currently undertaking extensive renovation work with 1,844 rooms and suites resulting upon completion, which is expected to greatly enhance the positioning of our hotel product.

Macao and neighboring Hengqin Island.

years ending in 2024 were China and Indonesia.

Management believes being in the retail mall business and, specifically, owning some of the largest retail properties in Asia provides meaningful value for us, particularly as the retail market in Asia continues to grow.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Total | | | | | | 2,186,471 | | | | | | 100 | | % | | | | | | |

Key aspects of our investment plan remain subject to Macao government approval and include:

- MICE Facility Expansion.

Our vision is to elevate convention sector capabilities.

To this end, we are proposing the construction of a state-of-the-art MICE facility.

The facility is intended to connect to our existing Venetian Macao exhibition center (the “Cotai Expo”).

This expansion aims to increase our hosting capacity and enhance Macao’s appeal as a premier destination for significant corporate events, supported by advanced resources to help organize such events and targeted marketing strategies.

- Tropical Garden Redevelopment.

We plan to transform the Le Jardin garden, situated adjacent to The Londoner Macao, into a distinctive garden-themed attraction.

Key highlights include an iconic conservatory and meticulously designed themed green spaces.

Upon completion, the Londoner Grand will have 2,405 rooms and suites.

As of December 31, 2024, more than 300 newly renovated

rooms and suites were available for occupancy at the Londoner Grand.

These projects have a total estimated cost of $1.2 billion and are expected to be substantially completed during the first half of 2025.

These dates were previously agreed by way of the letter agreement, dated April 1, 2024, between the STB and MBS.

The Additional Land Premium is estimated to be approximately $1.0 billion, $850 million of which we expect will be due during the second quarter of 2025, with the remainder to be due in 2026.

For a discussion of legal proceedings, see “Part II — Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note [removed: 17] [added: 16] — [removed: [Commitments] [added: Commitments] and [removed: Contingencies](#i314ab7b5a1ca4e6c95c689299def9391_145)] [added: Contingencies] — [removed: Litigation.”][added: [Litigation](#i292e8c54a9e8410290c1b35a43a54d31_37651).”]

For the fiscal year ended December 31, [removed: 2024][added: 2025]

][added: Logo.jpg](https://www.sec.gov/Archives/edgar/data/1300514/000130051426000013/lvs-20251231_g1.jpg)]

As of June [removed: 28, 2024,] [added: 30, 2025,] the last business day of the [removed: registrant's] [added: registrant’s] most recently completed second fiscal quarter, the aggregate market value of the [removed: registrant's] [added: registrant’s] common stock held by non-affiliates of the registrant was [removed: $15,458,744,890] [added: $13,023,793,216] based on the closing sale price on that date as reported on the New York Stock Exchange.

The Company had [removed: 715,934,671] [added: 671,910,723] shares of common stock outstanding as of February [removed: 5, 2025.][added: 4, 2026.]

| Portions of the definitive Proxy Statement to be used in connection with the [removed: registrant's 2025] [added: registrant’s 2026] Annual Meeting of Stockholders are incorporated into Part III (Item 10 through Item 14) of this Annual Report on Form 10-K. | | | | | | | | |

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[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

| [PART I](#id105a79102514106834f277c2335627b_10) | | | | | | | | | | | |

| [PART II](#id105a79102514106834f277c2335627b_34) | | | | | | | | | | | |

| [ITEM 9B](#id105a79102514106834f277c2335627b_181) | | | — | | | [OTHER INFORMATION](#id105a79102514106834f277c2335627b_181) | | | [115](#id105a79102514106834f277c2335627b_181) | | |

| [PART III](#id105a79102514106834f277c2335627b_187) | | | | | | | | | | | |

| [ITEM 11](#id105a79102514106834f277c2335627b_193) | | | — | | | [EXECUTIVE COMPENSATION](#id105a79102514106834f277c2335627b_193) | | | [115](#id105a79102514106834f277c2335627b_193) | | |

| [PART IV](#id105a79102514106834f277c2335627b_205) | | | | | | | | | | | |

| [ITEM 16](#id105a79102514106834f277c2335627b_211) | | | — | | | [FORM 10-K SUMMARY](#id105a79102514106834f277c2335627b_211) | | | [121](#id105a79102514106834f277c2335627b_211) | | |

| [SIGNATURES](#id105a79102514106834f277c2335627b_214) | | | | | | | | | [122](#id105a79102514106834f277c2335627b_214) | | |

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

| [PART I](#i314ab7b5a1ca4e6c95c689299def9391_10) | | | | | | | | | | | |

| [PART II](#i314ab7b5a1ca4e6c95c689299def9391_34) | | | | | | | | | | | |

| [ITEM 9B](#i314ab7b5a1ca4e6c95c689299def9391_175) | | | — | | | [OTHER INFORMATION](#i314ab7b5a1ca4e6c95c689299def9391_175) | | | [114](#i314ab7b5a1ca4e6c95c689299def9391_175) | | |

| [PART III](#i314ab7b5a1ca4e6c95c689299def9391_181) | | | | | | | | | | | |

| [ITEM 11](#i314ab7b5a1ca4e6c95c689299def9391_187) | | | — | | | [EXECUTIVE COMPENSATION](#i314ab7b5a1ca4e6c95c689299def9391_187) | | | [114](#i314ab7b5a1ca4e6c95c689299def9391_187) | | |

| [PART IV](#i314ab7b5a1ca4e6c95c689299def9391_199) | | | | | | | | | | | |

| [ITEM 16](#i314ab7b5a1ca4e6c95c689299def9391_205) | | | — | | | [FORM 10-K SUMMARY](#i314ab7b5a1ca4e6c95c689299def9391_205) | | | [119](#i314ab7b5a1ca4e6c95c689299def9391_205) | | |

| [SIGNATURES](#i314ab7b5a1ca4e6c95c689299def9391_208) | | | | | | | | | [120](#i314ab7b5a1ca4e6c95c689299def9391_208) | | |

The CISO has over [removed: 28] [added: 29] years of cybersecurity experience, [removed: 26] [added: 27] years of cybersecurity leadership experience, an MBA in Information Systems, a Master of Science degree in operational [removed: analysis,] [added: analysis and] a bachelor’s degree in operations [removed: research and] [added: research,] holds a Cyber Risk Oversight Certificate from the National Association of Corporate Directors and is a Certified Information Systems Security [removed: Professional (“CISSP”).][added: Professional, CISSP.]

[removed: The ERM Committee, which is led by our executive vice president and chief financial officer, meets] quarterly, and receives updates from the CISO on emerging risks, recent cyber risk events, and any priority risks relating to cybersecurity.

The CISO [removed: provides regular] [added: provides, typically, at least quarterly] updates on cyber security to the Audit Committee, including on the cybersecurity aspects noted by the ERM Committee and CPS Committee, and regularly meets with the Audit Committee in executive [removed: session.][added: sessions.]

[added: — Risk Factors — [Failure to maintain the integrity of our information and information systems or comply with] applicable privacy and cybersecurity requirements and regulations could harm our reputation and adversely affect our [removed: business”] [added: business](#i73072160275140ada625cffb2f3a529a_163458)”] for more detailed information on cybersecurity risks and the potential impacts.

The ERM Committee, which is led by our executive vice president and chief financial officer, meets

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

— Risk Factors — Failure to maintain the integrity of our information and information systems or comply with

With the expiry of VML’s subconcession on December 31, 2022, all of our casinos, gaming areas and respective supporting areas located in the Sands Macao, The Venetian Macao, The Plaza Macao and Four Seasons Macao, The Londoner Macao and The Parisian Macao, with a total area of approximately 136,000 square meters (representing approximately 4.7% of the total property area of these entities), reverted to and are [removed: now] owned by the Macao government.

[removed: Effective January 1, 2023, all these] [added: These] casinos and gaming areas, as well as respective supporting areas, have been temporarily transferred to us for the duration of the Concession in exchange for an annual fee.

This fee, calculated based on a price per square meter of reverted gaming area, [removed: is] [added: was] set at 750 patacas per square meter for the first three years and [removed: will increase] [added: increased] to 2,500 patacas for the remaining seven years (approximately $94 and [removed: $313,] [added: $312,] respectively, at exchange rates in effect on December 31, [removed: 2024).][added: 2025).]

[removed: On] [added: In] January [removed: 8,] 2025, MBS entered into the Second Supplemental Agreement whereby MBS committed to assume liability for the cost of the land premium associated with the Additional Gaming Area purchase as well as other adjustments to the land premiums resulting from the consequential changes to the allocations of gross floor area for the MBS Expansion Project since the first payment made in 2019.

In April 2025, we paid SGD 1.13 billion (approximately $848 million at exchange rates in effect at the time of the transaction) for the purchase of the Additional Gaming Area.

The remainder of the Additional Land Premium related to the Second Supplemental Agreement is expected to be approximately SGD 182 million (approximately $142 million at exchange rates in effect on December 31, 2025) and to be finalized during the first quarter of 2026.

The additional payment due to the Singapore government related to the Additional Gaming Area and changes to the MBS Expansion Project gross floor area allocation are estimated to be approximately $1.0 billion, $850 million of which we expect will be due during the second quarter of 2025, with the remainder due in 2026.

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

The [removed: Company's] [added: Company’s] common stock trades on the NYSE under the symbol “LVS.” As of February [removed: 5, 2025,] [added: 4, 2026,] there were [removed: 715,934,671] [added: 671,910,723] shares of our common stock outstanding that were held by [removed: 279] [added: 260] stockholders of record.

We are authorized to issue up to [removed: 50,000,000] [added: 50 million] shares of preferred stock.

See “Item 7 — [removed: Management's] [added: Management’s] Discussion and Analysis of Financial Condition and Results of Operations — [removed: Restrictions] [added: [Restrictions] on [removed: Distributions”] [added: Distributions](#id105a79102514106834f277c2335627b_61)”] and “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note [removed: 12] [added: 11] — [removed: Debt.”][added: [Debt](#id105a79102514106834f277c2335627b_1099511629679).”]

In January [removed: 2025,] [added: 2026,] our Board of Directors declared a quarterly dividend of [removed: $0.25] [added: $0.30] per common share (a total estimated to be approximately [removed: $179] [added: $202] million) to be paid on February [removed: 19, 2025,] [added: 18, 2026,] to stockholders of record on February [removed: 10, 2025.][added: 9, 2026.]

We expect this level of dividend to continue quarterly through the remainder of [removed: 2025.][added: 2026.]

The following table provides information about share repurchases we made of our common stock during the quarter ended December 31, [removed: 2024:][added: 2025:]

| Period | | | | | | [removed: Total Number of Shares Purchased] [added: Total Number of Shares Purchased] | | | | | | [removed: Weighted Average Price Paid Per] [added: Weighted Average Price Paid Per] Share(1) | | | | | | Total Number of [removed: Shares Purchased] [added: Shares Purchased] as Part of a Publicly Announced Program | | | | | | [removed: Approximate Dollar] [added: Approximate Dollar] Value [removed: of Shares] [added: of Shares] that [removed: May Yet] [added: May Yet] Be [removed: Purchased Under] [added: Purchased Under] the Program (in millions)(2) | | |

[removed: In June 2018,] [added: (2) On October 22, 2024,] our Board of Directors authorized increasing the remaining [added: share] repurchase amount of [removed: $1.11 billion] [added: the share repurchase program from $195 million] to [removed: $2.50] [added: $2.0] billion [removed: of our outstanding common stock,] and extending [removed: the] [added: its] expiration date [added: from November 3, 2025] to November [removed: 2020.][added: 3, 2026.]

[removed: On October 16, 2023, our Board of] Directors authorized increasing the remaining share repurchase amount of [removed: $916] [added: the share repurchase program from $645] million to $2.0 billion and extending [removed: the] [added: its] expiration date from November [removed: 2024] [added: 3, 2026] to November 3, [removed: 2025.][added: 2027.]

On [removed: October] [added: April] 22, [removed: 2024,] [added: 2025,] our Board of Directors authorized increasing the remaining share repurchase amount from [removed: $195 million to $2.0] [added: $1.10] billion [removed: and extending the share repurchase program’s expiration date] to [removed: November 3, 2026.][added: $2.0 billion.]

The following performance graph compares the performance of our common stock with the performance of the Standard & [removed: Poor's] [added: Poor’s] 500 Index (“S&P 500”) and the Dow Jones US Gambling Index, during the five years ended December 31, [removed: 2024.][added: 2025.]

[removed: ][added: ]

| | | | | | | [removed: 12/31/2019] [added: 12/31/2020] | | | | | | [removed: 12/31/2020] [added: 12/31/2021] | | | | | | [removed: 12/31/2021] [added: 12/31/2022] | | | | | | [removed: 12/31/2022] [added: 12/31/2023] | | | | | | [removed: 12/31/2023] [added: 12/31/2024] | | | | | | [removed: 12/31/2024] [added: 12/31/2025] | | |

| October 1, 2025 — October 31, 2025 | | | | | | 2,784,771 | | | | | | $ | 54.70 | | | | | 2,784,771 | | | | | | $ | 1,904 | |

| November 1, 2025 — November 30, 2025 | | | | | | 5,359,860 | | | | | | $ | 64.86 | | | | | 5,359,860 | | | | | | $ | 1,557 | |

| December 1, 2025 — December 31, 2025 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,557 | |

| Total | | | | | | 8,144,631 | | | | | | | | | | | | 8,144,631 | | | | | | | | |

On October 21, 2025, our Board of

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

All repurchases under the stock repurchase program are made from time to time at our discretion in accordance with applicable federal securities laws in the open market or otherwise, including pursuant to plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, privately negotiated transactions, accelerated share repurchases or block trades, subject to market conditions, applicable legal requirements and other factors.

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

| Las Vegas Sands Corp. | | | | | | $ | 100.00 | | | | | $ | 63.15 | | | | | $ | 80.65 | | | | | $ | 83.19 | | | | | $ | 88.34 | | | | | $ | 114.36 | |

| S&P 500 | | | | | | $ | 100.00 | | | | | $ | 128.71 | | | | | $ | 105.40 | | | | | $ | 133.10 | | | | | $ | 166.40 | | | | | $ | 196.16 | |

| Dow Jones US Gambling Index | | | | | | $ | 100.00 | | | | | $ | 87.18 | | | | | $ | 65.00 | | | | | $ | 84.71 | | | | | $ | 84.53 | | | | | $ | 81.82 | |

In April 2020, we suspended our quarterly dividend program due to the impact of the COVID-19 pandemic and in August 2023, the dividend program was reinstated.

| October 1, 2024 — October 31, 2024 | | | | | | 1,128,075 | | | | | | $ | 53.18 | | | | | 1,128,075 | | | | | | $ | 1,940 | |

| November 1, 2024 — November 30, 2024 | | | | | | 6,291,417 | | | | | | $ | 50.00 | | | | | 6,291,417 | | | | | | $ | 1,625 | |

| December 1, 2024 — December 31, 2024 | | | | | | 1,386,441 | | | | | | $ | 54.38 | | | | | 1,386,441 | | | | | | $ | 1,550 | |

| Total | | | | | | 8,805,933 | | | | | | | | | | | | 8,805,933 | | | | | | | | |

(2) In November 2016, our Board of Directors authorized the repurchase of $1.56 billion of our outstanding common stock, which was to expire on November 2, 2018.

In October 2020, our Board of Directors authorized the extension of the expiration date of the remaining repurchase amount of $916 million to November 2022, and in October 2022, our Board of Directors authorized the further extension of the expiration date of the remaining repurchase amount of $916 million to November 2024.

All repurchases under the stock repurchase program are made from time to time at our discretion in accordance with applicable federal securities laws.

| Las Vegas Sands Corp. | | | | | | $ | 100.00 | | | | | $ | 88.00 | | | | | $ | 55.57 | | | | | $ | 70.97 | | | | | $ | 73.20 | | | | | $ | 77.73 | |

| S&P 500 | | | | | | $ | 100.00 | | | | | $ | 118.40 | | | | | $ | 152.39 | | | | | $ | 124.79 | | | | | $ | 157.59 | | | | | $ | 197.02 | |

| Dow Jones US Gambling Index | | | | | | $ | 100.00 | | | | | $ | 89.66 | | | | | $ | 78.17 | | | | | $ | 58.28 | | | | | $ | 75.96 | | | | | $ | 75.79 | |

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

| [Reports of Independent Registered Public Accounting [removed: Firm](#i314ab7b5a1ca4e6c95c689299def9391_76)] [added: Firm](#id105a79102514106834f277c2335627b_76)] (PCAOB ID 34) | | | | | | [removed: [58](#i314ab7b5a1ca4e6c95c689299def9391_76)] [added: [58](#id105a79102514106834f277c2335627b_76)] | | |

| [Consolidated Balance Sheets at December 31, [removed: 202](#i314ab7b5a1ca4e6c95c689299def9391_79)[4](#i314ab7b5a1ca4e6c95c689299def9391_79)] [added: 202](#id105a79102514106834f277c2335627b_79)[5](#id105a79102514106834f277c2335627b_79)] [and [removed: 202](#i314ab7b5a1ca4e6c95c689299def9391_79)[3](#i314ab7b5a1ca4e6c95c689299def9391_79)] [added: 202](#id105a79102514106834f277c2335627b_79)[4](#id105a79102514106834f277c2335627b_79)] | | | | | | [removed: [61](#i314ab7b5a1ca4e6c95c689299def9391_79)] [added: [61](#id105a79102514106834f277c2335627b_79)] | | |

| [Consolidated Statements of Operations for each of the three years in the period ended December 31, [removed: 202](#i314ab7b5a1ca4e6c95c689299def9391_82)[4](#i314ab7b5a1ca4e6c95c689299def9391_82)] [added: 202](#id105a79102514106834f277c2335627b_82)[5](#id105a79102514106834f277c2335627b_82)] | | | | | | [removed: [62](#i314ab7b5a1ca4e6c95c689299def9391_82)] [added: [62](#id105a79102514106834f277c2335627b_82)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i314ab7b5a1ca4e6c95c689299def9391_85) [for] [added: Income for] each of the three years in the period ended December 31, [removed: 202](#i314ab7b5a1ca4e6c95c689299def9391_85)[4](#i314ab7b5a1ca4e6c95c689299def9391_85)] [added: 202](#id105a79102514106834f277c2335627b_85)[5](#id105a79102514106834f277c2335627b_85)] | | | | | | [removed: [63](#i314ab7b5a1ca4e6c95c689299def9391_85)] [added: [63](#id105a79102514106834f277c2335627b_85)] | | |

| [Consolidated Statements of Equity for each of the three years in the period ended December 31, [removed: 202](#i314ab7b5a1ca4e6c95c689299def9391_88)[4](#i314ab7b5a1ca4e6c95c689299def9391_88)] [added: 202](#id105a79102514106834f277c2335627b_88)[5](#id105a79102514106834f277c2335627b_88)] | | | | | | [removed: [64](#i314ab7b5a1ca4e6c95c689299def9391_88)] [added: [64](#id105a79102514106834f277c2335627b_88)] | | |

| [Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, [removed: 202](#i314ab7b5a1ca4e6c95c689299def9391_91)[4](#i314ab7b5a1ca4e6c95c689299def9391_91)] [added: 202](#id105a79102514106834f277c2335627b_91)[5](#id105a79102514106834f277c2335627b_91)] | | | | | | [removed: [65](#i314ab7b5a1ca4e6c95c689299def9391_91)] [added: [65](#id105a79102514106834f277c2335627b_91)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i314ab7b5a1ca4e6c95c689299def9391_94)] [added: Statements](#id105a79102514106834f277c2335627b_94)] | | | | | | [removed: [67](#i314ab7b5a1ca4e6c95c689299def9391_94)] [added: [67](#id105a79102514106834f277c2335627b_94)] | | |

| [Note [removed: 1](#i314ab7b5a1ca4e6c95c689299def9391_97)] [added: 1](#id105a79102514106834f277c2335627b_97)] | | | [Organization and Business of [removed: Company](#i314ab7b5a1ca4e6c95c689299def9391_97)] [added: Company](#id105a79102514106834f277c2335627b_97)] | | | [removed: [67](#i314ab7b5a1ca4e6c95c689299def9391_97)] [added: [67](#id105a79102514106834f277c2335627b_97)] | | |

| [Note [removed: 2](#i314ab7b5a1ca4e6c95c689299def9391_100)] [added: 2](#id105a79102514106834f277c2335627b_100)] | | | [Summary of Significant Accounting [removed: Policies](#i314ab7b5a1ca4e6c95c689299def9391_100)] [added: Policies](#id105a79102514106834f277c2335627b_100)] | | | [removed: [69](#i314ab7b5a1ca4e6c95c689299def9391_100)] [added: [69](#id105a79102514106834f277c2335627b_100)] | | |

| [removed: [Note](#i314ab7b5a1ca4e6c95c689299def9391_106) [4](#i314ab7b5a1ca4e6c95c689299def9391_106)] [added: [Note](#id105a79102514106834f277c2335627b_106) [3](#id105a79102514106834f277c2335627b_106)] | | | [Loan [removed: Receivable](#i314ab7b5a1ca4e6c95c689299def9391_106)] [added: Receivable](#id105a79102514106834f277c2335627b_106)] | | | [removed: [77](#i314ab7b5a1ca4e6c95c689299def9391_106)] [added: [76](#id105a79102514106834f277c2335627b_106)] | | |

| [removed: [Note](#i314ab7b5a1ca4e6c95c689299def9391_109) [5](#i314ab7b5a1ca4e6c95c689299def9391_109)] [added: [Note](#id105a79102514106834f277c2335627b_109) [4](#id105a79102514106834f277c2335627b_109)] | | | [Restricted Cash and Cash [removed: Equivalents](#i314ab7b5a1ca4e6c95c689299def9391_109)] [added: Equivalents](#id105a79102514106834f277c2335627b_109)] | | | [removed: [77](#i314ab7b5a1ca4e6c95c689299def9391_109)] [added: [77](#id105a79102514106834f277c2335627b_109)] | | |

| [removed: [Note](#i314ab7b5a1ca4e6c95c689299def9391_112) [6](#i314ab7b5a1ca4e6c95c689299def9391_112)] [added: [Note](#id105a79102514106834f277c2335627b_112) [5](#id105a79102514106834f277c2335627b_112)] | | | [Accounts Receivable, [removed: Net](#i314ab7b5a1ca4e6c95c689299def9391_112)] [added: Net](#id105a79102514106834f277c2335627b_112)] | | | [removed: [78](#i314ab7b5a1ca4e6c95c689299def9391_112)] [added: [77](#id105a79102514106834f277c2335627b_112)] | | |

| [removed: [Note](#i314ab7b5a1ca4e6c95c689299def9391_115) [7](#i314ab7b5a1ca4e6c95c689299def9391_115)] [added: [Note](#id105a79102514106834f277c2335627b_115) [6](#id105a79102514106834f277c2335627b_115)] | | | [Property and Equipment, [removed: Net](#i314ab7b5a1ca4e6c95c689299def9391_115)] [added: Net](#id105a79102514106834f277c2335627b_115)] | | | [removed: [78](#i314ab7b5a1ca4e6c95c689299def9391_115)] [added: [78](#id105a79102514106834f277c2335627b_115)] | | |

| [removed: [Note](#i314ab7b5a1ca4e6c95c689299def9391_118) [8](#i314ab7b5a1ca4e6c95c689299def9391_118)] [added: [Note](#id105a79102514106834f277c2335627b_118) [7](#id105a79102514106834f277c2335627b_118)] | | | [Leasehold Interests in Land, [removed: Net](#i314ab7b5a1ca4e6c95c689299def9391_118)] [added: Net](#id105a79102514106834f277c2335627b_118)] | | | [removed: [79](#i314ab7b5a1ca4e6c95c689299def9391_118)] [added: [79](#id105a79102514106834f277c2335627b_118)] | | |

| [removed: [Note](#i314ab7b5a1ca4e6c95c689299def9391_121) [9](#i314ab7b5a1ca4e6c95c689299def9391_121)] [added: [Note](#id105a79102514106834f277c2335627b_121) [8](#id105a79102514106834f277c2335627b_121)] | | | [Goodwill and Intangible Assets, [removed: Net](#i314ab7b5a1ca4e6c95c689299def9391_121)] [added: Net](#id105a79102514106834f277c2335627b_121)] | | | [removed: [80](#i314ab7b5a1ca4e6c95c689299def9391_121)] [added: [80](#id105a79102514106834f277c2335627b_121)] | | |

| [removed: [Note](#i314ab7b5a1ca4e6c95c689299def9391_124) [10](#i314ab7b5a1ca4e6c95c689299def9391_124)] [added: [Note](#id105a79102514106834f277c2335627b_124) [9](#id105a79102514106834f277c2335627b_124)] | | | [Other Accrued [removed: Liabilities](#i314ab7b5a1ca4e6c95c689299def9391_124)] [added: Liabilities](#id105a79102514106834f277c2335627b_124)] | | | [removed: [81](#i314ab7b5a1ca4e6c95c689299def9391_124)] [added: [82](#id105a79102514106834f277c2335627b_124)] | | |

| [removed: [Note](#i314ab7b5a1ca4e6c95c689299def9391_127) [1](#i314ab7b5a1ca4e6c95c689299def9391_127)[1](#i314ab7b5a1ca4e6c95c689299def9391_127)] [added: [Note 1](#id105a79102514106834f277c2335627b_127)[0](#id105a79102514106834f277c2335627b_127)] | | | [Derivative [removed: Instruments](#i314ab7b5a1ca4e6c95c689299def9391_127)] [added: Instruments](#id105a79102514106834f277c2335627b_127)] | | | [removed: [81](#i314ab7b5a1ca4e6c95c689299def9391_127)] [added: [82](#id105a79102514106834f277c2335627b_127)] | | |

[removed: | [Note](#i314ab7b5a1ca4e6c95c689299def9391_4398046512954) [1](#i314ab7b5a1ca4e6c95c689299def9391_4398046512954)[2](#i314ab7b5a1ca4e6c95c689299def9391_4398046512954) | | | [Debt](#i314ab7b5a1ca4e6c95c689299def9391_4398046512954) | | | [82](#i314ab7b5a1ca4e6c95c689299def9391_4398046512954) | | |][added: Note 11 — Debt]

[removed: | [Note](#i314ab7b5a1ca4e6c95c689299def9391_133) [1](#i314ab7b5a1ca4e6c95c689299def9391_133)[3](#i314ab7b5a1ca4e6c95c689299def9391_133) | | | [Equity](#i314ab7b5a1ca4e6c95c689299def9391_133) | | | [87](#i314ab7b5a1ca4e6c95c689299def9391_133) | | |][added: Note 12 — Equity]

[removed: | [Note](#i314ab7b5a1ca4e6c95c689299def9391_136) [1](#i314ab7b5a1ca4e6c95c689299def9391_136)[4](#i314ab7b5a1ca4e6c95c689299def9391_136) | | | [Income Taxes](#i314ab7b5a1ca4e6c95c689299def9391_136) | | | [90](#i314ab7b5a1ca4e6c95c689299def9391_136) | | |][added: Note 13 — Income Taxes]

[removed: | [Note](#i314ab7b5a1ca4e6c95c689299def9391_139) [1](#i314ab7b5a1ca4e6c95c689299def9391_139)[5](#i314ab7b5a1ca4e6c95c689299def9391_139) | | | [Fair] [added: Note 14 — Fair] Value [removed: Disclosures](#i314ab7b5a1ca4e6c95c689299def9391_139) | | | [93](#i314ab7b5a1ca4e6c95c689299def9391_139) | | |][added: Disclosures]

[removed: | [Note 1](#i314ab7b5a1ca4e6c95c689299def9391_142)[6](#i314ab7b5a1ca4e6c95c689299def9391_142) | | | [Leases](#i314ab7b5a1ca4e6c95c689299def9391_142) | | | [95](#i314ab7b5a1ca4e6c95c689299def9391_142) | | |][added: Note 15 — Leases]

| [removed: [Note](#i314ab7b5a1ca4e6c95c689299def9391_145) [1](#i314ab7b5a1ca4e6c95c689299def9391_145)[7](#i314ab7b5a1ca4e6c95c689299def9391_145)] [added: Commitments and contingencies (Note 16)] | | | [removed: [Commitments and Contingencies](#i314ab7b5a1ca4e6c95c689299def9391_145)] | | | [removed: [98](#i314ab7b5a1ca4e6c95c689299def9391_145)] | | | [added: | | |]

[removed: | [Note 1](#i314ab7b5a1ca4e6c95c689299def9391_148)[8](#i314ab7b5a1ca4e6c95c689299def9391_148) | | | [Stock-Based Compensation](#i314ab7b5a1ca4e6c95c689299def9391_148) | | | [101](#i314ab7b5a1ca4e6c95c689299def9391_148) | | |][added: Note 17 — Stock-Based Compensation]

[removed: | [Note](#i314ab7b5a1ca4e6c95c689299def9391_154) [1](#i314ab7b5a1ca4e6c95c689299def9391_154)[9](#i314ab7b5a1ca4e6c95c689299def9391_154) | | | [Related] [added: Note 18 — Related] Party [removed: Transactions](#i314ab7b5a1ca4e6c95c689299def9391_154) | | | [104](#i314ab7b5a1ca4e6c95c689299def9391_154) | | |][added: Transactions]

[removed: | [Note](#i314ab7b5a1ca4e6c95c689299def9391_549755815593) [20](#i314ab7b5a1ca4e6c95c689299def9391_549755815593) | | | [Segment Information](#i314ab7b5a1ca4e6c95c689299def9391_549755815593) | | | [106](#i314ab7b5a1ca4e6c95c689299def9391_549755815593) | | |][added: Note 19 — Segment Information]

[removed: | [Note 2](#i314ab7b5a1ca4e6c95c689299def9391_160)[1](#i314ab7b5a1ca4e6c95c689299def9391_160) | | | [Selected] [added: Note 20 — Selected] Quarterly Financial Results [removed: (Unaudited)](#i314ab7b5a1ca4e6c95c689299def9391_160) | | | [111](#i314ab7b5a1ca4e6c95c689299def9391_160) | | |][added: (Unaudited)]

[removed: All other financial] [added: Financial] statement schedules have been omitted because they are not applicable or the required information is included in the consolidated financial statements or the notes thereto.

We have audited the accompanying consolidated balance sheets of Las Vegas Sands Corp. and subsidiaries (the “Company”) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes [removed: and the schedule listed in the Index at Item 15(a)(2)] (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 7, 2025,] [added: 6, 2026,] expressed an unqualified opinion on the Company’s internal control over financial reporting.

Accounts Receivable, net - Provision for Expected Credit Losses on Casino Receivables - Refer to Notes 2 and [removed: 6] [added: 5] to the financial statements

The Company also specifically analyzes the collectability of each [removed: casino patron] account with a balance over a specified dollar amount, based upon the age of the [removed: casino patron’s] account, the [removed: casino patron’s] [added: customer’s] financial condition, collection [removed: history,] [added: history] and any other known information and adjusts the aforementioned reserve with the results from the individual reserve analysis.

The Company also monitors regional and global economic conditions and forecasts in their evaluation of the adequacy of the recorded [removed: reserves.][added: provision.]

Auditing the provision of expected credit losses on casino receivables involved a high degree of auditor’s subjectivity and an increased extent of effort related to the collectability of the casino patron accounts receivable, especially as it relates to management’s judgments in evaluating the qualitative factors impacting the [removed: individual] [added: specific] reserve adjustments.

- We tested the [added: design and operating] effectiveness of [added: internal] controls over the granting of casino credit, [removed: controls over] the collection processes, and management’s review [removed: controls] over the assessment of the collectability of casino receivables, including the qualitative and quantitative information used by management in those [added: internal] controls.

We have audited the internal control over financial reporting of Las Vegas Sands Corp. and subsidiaries (the “Company”) as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the financial statements as of and for the year ended December 31, [removed: 2024,] [added: 2025,] of the Company and our report dated February [removed: 7, 2025,] [added: 6, 2026,] expressed an unqualified opinion on those financial statements.

| | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| | | | | | | | | |

| | | | | | | | | |

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

The Company also specifically analyzes the collectability of each casino patron account with a balance over a specified dollar amount, based upon the age of the casino patron’s account, the casino patron’s financial condition, collection history, and any other known information and adjusts the provision with the results from the specific reserve analysis.

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

| February 6, 2026 | | |

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

| February 6, 2026 | | |

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

| Loss on modification or early retirement of debt | | | (5) | | | | | | — | | | | | | — | | |

| Basic | | | $ | 2.35 | | | | | $ | 1.97 | | | | | $ | 1.60 | |

| Diluted | | | $ | 2.35 | | | | | $ | 1.96 | | | | | $ | 1.60 | |

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

| Foreign currency hedge adjustments | | | (1) | | | | | | (23) | | | | | | (3) | | |

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

| Foreign currency hedge adjustments | | | — | | | | | | — | | | | | | — | | | | | | (2) | | | | | | — | | | | | | (1) | | | | | | (3) | | |

| Foreign currency hedge adjustments | | | — | | | | | | — | | | | | | — | | | | | | (16) | | | | | | — | | | | | | (7) | | | | | | (23) | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,627 | | | | | | 239 | | | | | | 1,866 | | |

| Foreign currency hedge adjustments | | | — | | | | | | — | | | | | | — | | | | | | 4 | | | | | | — | | | | | | (5) | | | | | | (1) | | |

| Exercise of stock options | | | — | | | | | | — | | | | | | 264 | | | | | | — | | | | | | — | | | | | | — | | | | | | 264 | | |

| Repurchase of common stock | | | — | | | | | | (2,269) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,269) | | |

| Settlement of contracts for purchase of noncontrolling interest | | | — | | | | | | — | | | | | | (453) | | | | | | — | | | | | | — | | | | | | (30) | | | | | | (483) | | |

| Dividends declared ($1.00 per share) and noncontrolling interest payments | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (695) | | | | | | (138) | | | | | | (833) | | |

| Balance at December 31, 2025 | | | $ | 1 | | | | | $ | (9,028) | | | | | $ | 6,159 | | | | | $ | 71 | | | | | $ | 4,387 | | | | | $ | 344 | | | | | $ | 1,934 | |

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

| Depreciation and amortization | | | 1,464 | | | | | | 1,308 | | | | | | 1,208 | | |

| Loss on modification or early retirement of debt | | | 5 | | | | | | — | | | | | | — | | |

| Leasehold interests in land | | | (848) | | | | | | — | | | | | | — | | |

[Table of Conte](#id105a79102514106834f277c2335627b_7)[n](#id105a79102514106834f277c2335627b_7)[ts](#id105a79102514106834f277c2335627b_7)

The third and fourth hotel towers consists of the Londoner Grand hotel and represents Macao’s first Marriott International Luxury Collection hotel with 2,405 rooms and suites.

Marina Bay Sands also features the Sands SkyPark (which sits atop the hotel towers and features an infinity swimming pool and several dining options),

For the years ended December 31, 2024 and 2023, the Company spent a total of approximately 5.80 billion patacas (approximately $723 million at exchange rates in effect on December 31, 2025), on these projects.

For the year ended December 31, 2025, the Company spent approximately 2.52 billion patacas (approximately $315 million at exchange rates in effect on December 31, 2025); however, as of the date of this filing, the audit process for the 2025 investments has not yet commenced and the ultimate amount confirmed as qualified spend under the Concession may differ from the amount reported above based on the results of the audit.

The key aspects of the Investment Plan remain subject to Macao government approval and include the upgrading and modernization of the Company’s MICE and entertainment facilities to continue to increase foreign visitation to Macao and the redevelopment of the tropical garden situated adjacent to The Londoner Macao, transforming the Le Jardin garden into a distinctive garden-themed attraction to include an iconic conservatory and meticulously designed themed green spaces.

The Company is working with the Macao government to help ensure its investment plans align with Macao’s evolving economic development strategies.

This may result in the reallocation of certain previously announced investments to other initiatives that support Macao’s growth objectives.

The additional 2,000 square meters of gaming area increases Marina Bay Sands’ total

Construction works for the project commenced in May 2025, before the requisite commencement date under the Second Supplemental Agreement.

The renovations of the Tower 3 hotel rooms at Marina Bay Sands into world class suites were completed in the second quarter of 2025 and the Company is continuing to progress on other property renovations, which include the hotel lobby and SkyPark and additional retail, food and beverage and wellness offerings.

| [Note 3](#i314ab7b5a1ca4e6c95c689299def9391_103) | | | [Discontinued Operations](#i314ab7b5a1ca4e6c95c689299def9391_103) | | | [76](#i314ab7b5a1ca4e6c95c689299def9391_103) | | |

| Financial Statement Schedule: | | | | | | | | |

| [Schedule II — Valuation and Qualifying Accounts](#i314ab7b5a1ca4e6c95c689299def9391_166) | | | | | | [112](#i314ab7b5a1ca4e6c95c689299def9391_166) | | |

The financial information included in the financial statement schedule should be read in conjunction with the consolidated financial statements.

| February 7, 2025 | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Discontinued operations: | | | | | | | | | | | | | | | | | |

| Income from operations of discontinued operations, net of tax | | | — | | | | | | — | | | | | | 46 | | |

| Gain on disposal of discontinued operations, net of tax | | | — | | | | | | — | | | | | | 2,861 | | |

| Adjustment to gain on disposal of discontinued operations, net of tax | | | — | | | | | | — | | | | | | (9) | | |

| Income from discontinued operations, net of tax | | | — | | | | | | — | | | | | | 2,898 | | |

| Income (loss) from continuing operations | | | $ | 1.97 | | | | | $ | 1.60 | | | | | $ | (1.40) | |

| Income from discontinued operations, net of tax | | | — | | | | | | — | | | | | | 3.80 | | |

| Income (loss) from continuing operations | | | $ | 1.96 | | | | | $ | 1.60 | | | | | $ | (1.40) | |

| Cash flow hedge fair value adjustment | | | (23) | | | | | | (3) | | | | | | (3) | | |

| Comprehensive income attributable to Las Vegas Sands Corp. | | | $ | 1,361 | | | | | $ | 1,255 | | | | | $ | 1,847 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at January 1, 2022 | | | $ | 1 | | | | | $ | (4,481) | | | | | $ | 6,646 | | | | | $ | (22) | | | | | $ | (148) | | | | | $ | 252 | | | | | $ | 2,248 | |

| Net income (loss) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,832 | | | | | | (475) | | | | | | 1,357 | | |

| Cash flow hedge fair value adjustment | | | — | | | | | | — | | | | | | — | | | | | | (2) | | | | | | — | | | | | | (1) | | | | | | (3) | | |

| Cash flow hedge fair value adjustment | | | — | | | | | | — | | | | | | — | | | | | | (16) | | | | | | — | | | | | | (7) | | | | | | (23) | | |

| Net income (loss) from continuing operations | | | $ | 1,752 | | | | | $ | 1,431 | | | | | $ | (1,541) | |

| Income tax impact related to gain on sale of Las Vegas Operations | | | — | | | | | | — | | | | | | (750) | | |

| Transactions with discontinued operations | | | — | | | | | | — | | | | | | 5,032 | | |

| Cash flows from discontinued operations: | | | | | | | | | | | | | | | | | |

| Net cash generated from operating activities | | | — | | | | | | — | | | | | | 149 | | |

| Net cash generated from investing activities | | | — | | | | | | — | | | | | | 4,883 | | |

| Net cash provided to continuing operations and used in financing activities | | | — | | | | | | — | | | | | | (5,032) | | |

| Net cash generated from discontinued operations | | | — | | | | | | — | | | | | | — | | |

| Cash payments for taxes, net of refunds | | | $ | 222 | | | | | $ | 176 | | | | | $ | 649 | |

From 2020 through the beginning of 2023, the Company’s operations in Macao were negatively impacted by the reduction in travel and tourism related to the COVID-19 pandemic.

The Macao government's policy regarding the management of COVID-19 and general travel restrictions was relaxed in late December 2022 and early January 2023.

Since then, visitation to the Company's Macao Integrated Resorts and operations has improved.

The Macao government announced total visitation from mainland China to Macao increased approximately 28.6% during the year ended December 31, 2024, as compared to the same period in 2023.

The Macao government also announced gross gaming revenue increased approximately 23.9% during the year ended December 31, 2024, as compared to the same period in 2023.

The Company’s operations in Singapore continued to be positive as travel and tourism spending increased, resulting from the elimination of all remaining COVID-19 border measures in February 2023.

Visitation to Marina Bay Sands continues to improve since the travel restrictions have been lifted.

The Singapore Tourism Board (“STB”) announced total visitation to Singapore increased from approximately 13.6 million during the year ended December 31, 2023 to 16.5 million during the year ended December 31, 2024.

The third and fourth hotel towers will consist of 1,382 and 1,023 rooms and suites, respectively, upon completion of the conversion of the Sheraton Grand Macao into the Londoner Grand hotel as part of Phase II of The Londoner Macao (see “Development Projects” for further information).

The [removed: Company's] [added: Company’s] Chief Executive Officer and its Chief Financial Officer have evaluated the disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) of the Company as of December 31, [removed: 2024,] [added: 2025,] and have concluded they are effective at the reasonable assurance level.

The [removed: Company's] [added: Company’s] management assessed the effectiveness of the [removed: Company's] [added: Company’s] internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on this assessment, management concluded, as of December 31, [removed: 2024,] [added: 2025,] the [removed: Company's] [added: Company’s] internal control over financial reporting is effective based on this framework.

The effectiveness of the [removed: Company's] [added: Company’s] internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which appears herein.

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

During the quarter ended December 31, [removed: 2024,] [added: 2025,] there were no Rule 10b5‑1 trading arrangements (as defined in Item 408(a) of Regulation S-K) or non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K) adopted or terminated by any director or officer (as defined in Rule 16a‑1(f) under the Exchange Act) of the Company.

We incorporate by reference the information responsive to this Item appearing in our definitive Proxy Statement for our [removed: 2025] [added: 2026] Annual Meeting of Stockholders, which we expect to file with the Securities and Exchange Commission on or about April [removed: 3, 2025] [added: 1, 2026] (the “Proxy Statement”), including under the captions “Board of Director Nominees,” “Executive Officers” and “Information Regarding the Board and Its Committees.”

We incorporate by reference the information responsive to this Item appearing in the Proxy Statement, including under the captions [removed: “Board of Directors,”] “Information Regarding the Board and Its Committees” and “Certain Transactions.”

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Consolidated Statements of Comprehensive Income [removed: (Loss)]

(2) List of Financial Statement [removed: Schedule][added: Schedules]

| 2.1† | | | | | | [Purchase and Sale Agreement dated as of March 2, 2021, by and among Las Vegas Sands Corp., Pioneer OpCo, LLC and VICI Properties L.P. (incorporated by reference from Exhibit 2.1 to the [removed: Company’s](https://www.sec.gov/Archives/edgar/data/1300514/000119312521066503/d335498dex21.htm) [C](https://www.sec.gov/Archives/edgar/data/1300514/000119312521066503/d335498dex21.htm)[urrent](https://www.sec.gov/Archives/edgar/data/1300514/000119312521066503/d335498dex21.htm) [R](https://www.sec.gov/Archives/edgar/data/1300514/000119312521066503/d335498dex21.htm)[eport] [added: Company’s Current Report] on Form 8-K (File No. 001-32373) filed on March 3, 2021).](https://www.sec.gov/Archives/edgar/data/1300514/000119312521066503/d335498dex21.htm) | | |

| 2.2† | | | | | | [Real Estate Purchase and Sale Agreement dated as of March 2, 2021, by and between Las Vegas Sands Corp. and VICI Properties L.P. (incorporated by reference from Exhibit 2.2 to the [removed: Company’s](https://www.sec.gov/Archives/edgar/data/1300514/000119312521066503/d335498dex22.htm) [C](https://www.sec.gov/Archives/edgar/data/1300514/000119312521066503/d335498dex22.htm)[urrent](https://www.sec.gov/Archives/edgar/data/1300514/000119312521066503/d335498dex22.htm) [R](https://www.sec.gov/Archives/edgar/data/1300514/000119312521066503/d335498dex22.htm)[eport] [added: Company’s Current Report] on Form 8-K (File No. 001-32373) filed on March 3, 2021).](https://www.sec.gov/Archives/edgar/data/1300514/000119312521066503/d335498dex22.htm) | | |

| 2.3^ | | | | | | [Letter Agreement, dated as of August 3, 2021, by and among Las Vegas Sands Corp., Pioneer OpCo, LLC and VICI Properties L.P. (incorporated by reference from Exhibit 2.1 to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000166/lvs-ex21x09x302021.htm)[’](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000166/lvs-ex21x09x302021.htm)[s] Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended September 30, 2021 and filed on October 22, 2021).](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000166/lvs-ex21x09x302021.htm) | | |

| 2.4^ | | | | | | [Amendment to Letter Agreement, dated as of October 7, 2021, by and among Las Vegas Sands Corp., Pioneer OpCo, LLC and VICI Properties L.P. (incorporated by reference from Exhibit 2.2 to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000166/lvs-ex22x09302021.htm)[’](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000166/lvs-ex22x09302021.htm)[s] Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended September 30, 2021 and filed on October 22, 2021).](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000166/lvs-ex22x09302021.htm) | | |

| 3.1 | | | | | | [Certificate of Amended and Restated Articles of Incorporation of Las Vegas Sands Corp. (incorporated by reference from Exhibit 3.1 to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/1300514/000130051418000090/lvs-ex31x06302018.htm)[’](https://www.sec.gov/Archives/edgar/data/1300514/000130051418000090/lvs-ex31x06302018.htm)[s] Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2018 and filed on July 25, 2018).](https://www.sec.gov/Archives/edgar/data/1300514/000130051418000090/lvs-ex31x06302018.htm) | | |

| [removed: 3.2*] [added: 3.2] | | | | | | [Fourth Amended and Restated By-Laws of Las Vegas Sands Corp., as further amended effective January 28, [removed: 2025](https://www.sec.gov/Archives/edgar/data/1300514/000130051425000040/lvs-ex32_20241231x10k.htm).] [added: 2025](https://www.sec.gov/Archives/edgar/data/1300514/000130051425000040/lvs-ex32_20241231x10k.htm) [(incorporated by reference from Exhibit 3.2 to the Company’s Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2024 and filed on February 7, 2025).](https://www.sec.gov/Archives/edgar/data/1300514/000130051425000040/lvs-ex32_20241231x10k.htm)] | | |

| 4.1 | | | | | | [Form of Specimen Common Stock Certificate of Las Vegas Sands Corp. (incorporated by reference from Exhibit 4.1 to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/1300514/000104746904034893/a2145452zex-4_1.htm)[’](https://www.sec.gov/Archives/edgar/data/1300514/000104746904034893/a2145452zex-4_1.htm)[s] Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-118827) filed on November 22, 2004).](https://www.sec.gov/Archives/edgar/data/1300514/000104746904034893/a2145452zex-4_1.htm) | | |

| [removed: 4.4*] [added: 4.4] | | | | | | [Description of Capital [removed: Stock](https://www.sec.gov/Archives/edgar/data/1300514/000130051425000040/lvs-ex44_20241231x10k.htm)[.](https://www.sec.gov/Archives/edgar/data/1300514/000130051425000040/lvs-ex44_20241231x10k.htm)] [added: Stock](https://www.sec.gov/Archives/edgar/data/1300514/000130051425000040/lvs-ex44_20241231x10k.htm) [](https://www.sec.gov/Archives/edgar/data/1300514/000130051425000040/lvs-ex44_20241231x10k.htm)[(incorporated by reference from Exhibit](https://www.sec.gov/Archives/edgar/data/1300514/000130051425000040/lvs-ex44_20241231x10k.htm) [4.4](https://www.sec.gov/Archives/edgar/data/1300514/000130051425000040/lvs-ex44_20241231x10k.htm) [to the Company](https://www.sec.gov/Archives/edgar/data/1300514/000130051425000040/lvs-ex44_20241231x10k.htm)[’](https://www.sec.gov/Archives/edgar/data/1300514/000130051425000040/lvs-ex44_20241231x10k.htm)[s Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31,](https://www.sec.gov/Archives/edgar/data/1300514/000130051425000040/lvs-ex44_20241231x10k.htm) [2024](https://www.sec.gov/Archives/edgar/data/1300514/000130051425000040/lvs-ex44_20241231x10k.htm) [and filed on February](https://www.sec.gov/Archives/edgar/data/1300514/000130051425000040/lvs-ex44_20241231x10k.htm) [7](https://www.sec.gov/Archives/edgar/data/1300514/000130051425000040/lvs-ex44_20241231x10k.htm)[, 20](https://www.sec.gov/Archives/edgar/data/1300514/000130051425000040/lvs-ex44_20241231x10k.htm)[25](https://www.sec.gov/Archives/edgar/data/1300514/000130051425000040/lvs-ex44_20241231x10k.htm)[).](https://www.sec.gov/Archives/edgar/data/1300514/000130051425000040/lvs-ex44_20241231x10k.htm)] | | |

| 10.1 | | | | | | [Land Concession Agreement, dated as of December 10, 2003, relating to the Sands Macao between the Macao Special Administrative Region and Venetian Macau Limited (incorporated by reference from Exhibit 10.39 to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/1300514/000104746904031910/a2143958zex-10_39.htm)[’](https://www.sec.gov/Archives/edgar/data/1300514/000104746904031910/a2143958zex-10_39.htm)[s] Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-118827) dated October 25, 2004).](https://www.sec.gov/Archives/edgar/data/1300514/000104746904031910/a2143958zex-10_39.htm) | | |

| 10.2 | | | | | | [Development Agreement, dated August 23, 2006, between the Singapore Tourism Board and Marina Bay Sands Pte. Ltd. (incorporated by reference from Exhibit 10.3 to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/1300514/000095015306002770/p73114exv10w3.htm)[’](https://www.sec.gov/Archives/edgar/data/1300514/000095015306002770/p73114exv10w3.htm)[s] Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended September 30, 2006 and filed on November 9, 2006).](https://www.sec.gov/Archives/edgar/data/1300514/000095015306002770/p73114exv10w3.htm) | | |

| 10.3 | | | | | | [Land Concession Agreement, dated as of April 10, 2007, relating to the Venetian Macao, Four Seasons Macao and Site 3 among the Macau Special Administrative Region, Venetian Cotai Limited and Venetian Macau Limited (incorporated by reference from Exhibit 10.3 to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/1300514/000095015307001052/p73835exv10w3.htm)[’](https://www.sec.gov/Archives/edgar/data/1300514/000095015307001052/p73835exv10w3.htm)[s] Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2007 and filed on May 10, 2007).](https://www.sec.gov/Archives/edgar/data/1300514/000095015307001052/p73835exv10w3.htm) | | |

| 10.4 | | | | | | [Amendment, published on April 23, 2008, to Land Concession Agreement, dated as of December 10, 2003, relating to the Sands Macao between the Macau Special Administrative Region and Venetian Macau Limited (incorporated by reference from Exhibit 10.3 to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/1300514/000095015308000939/p75487exv10w3.htm)[’](https://www.sec.gov/Archives/edgar/data/1300514/000095015308000939/p75487exv10w3.htm)[s] Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2008 and filed on May 9, 2008).](https://www.sec.gov/Archives/edgar/data/1300514/000095015308000939/p75487exv10w3.htm) | | |

| 10.5 | | | | | | [Amendment published on October 29, 2008, to Land Concession Agreement between Macau Special Administrative Region and Venetian Cotai Limited (incorporated by reference from Exhibit 10.5 to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/1300514/000095015308001918/p13331exv10w5.htm)[’](https://www.sec.gov/Archives/edgar/data/1300514/000095015308001918/p13331exv10w5.htm)[s] Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended September 30, 2008 and filed on November 10, 2008).](https://www.sec.gov/Archives/edgar/data/1300514/000095015308001918/p13331exv10w5.htm) | | |

| 10.6 | | | | | | [Investor Rights Agreement, dated as of September 30, 2008, by and between Las Vegas Sands Corp. and the Investor named therein (incorporated by reference from Exhibit 10.3 to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/1300514/000095015308001918/p13331exv10w3.htm)[’](https://www.sec.gov/Archives/edgar/data/1300514/000095015308001918/p13331exv10w3.htm)[s] Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended September 30, 2008 and filed on November 10, 2008).](https://www.sec.gov/Archives/edgar/data/1300514/000095015308001918/p13331exv10w3.htm) | | |

| 10.7 | | | | | | [Second Amended and Restated Registration Rights Agreement, dated as of November 14, 2008, by and among Las Vegas Sands Corp., Dr. Miriam Adelson and the other Adelson Holders (as defined therein) that are party to the agreement from time to time (incorporated by reference from Exhibit 10.2 to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/1300514/000095015308001958/p13550kexv10w2.htm)[’](https://www.sec.gov/Archives/edgar/data/1300514/000095015308001958/p13550kexv10w2.htm)[s] Current Report on Form 8-K (File No. 001-32373) filed on November 14, 2008).](https://www.sec.gov/Archives/edgar/data/1300514/000095015308001958/p13550kexv10w2.htm) | | |

| 10.8 | | | | | | [Supplement to Development Agreement, dated December 11, 2009, by and between Singapore Tourism Board and Marina Bay Sands PTE. LTD (incorporated by reference from Exhibit 10.76 to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/1300514/000095012310018509/c96835exv10w76.htm)[’](https://www.sec.gov/Archives/edgar/data/1300514/000095012310018509/c96835exv10w76.htm)[s] Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2009 and filed on March 1, 2010).](https://www.sec.gov/Archives/edgar/data/1300514/000095012310018509/c96835exv10w76.htm) | | |

| 10.9+ | | | | | | [Form of Nonqualified Stock Option Agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.51 to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/1300514/000095012311020089/c08516exv10w51.htm)[’](https://www.sec.gov/Archives/edgar/data/1300514/000095012311020089/c08516exv10w51.htm)[s] Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2010 and filed on March 1, 2011).](https://www.sec.gov/Archives/edgar/data/1300514/000095012311020089/c08516exv10w51.htm) | | |

| 10.10+ | | | | | | [Las Vegas Sands Corp. Non-Employee Director Deferred Compensation Plan (incorporated by reference from Exhibit 10.88 to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/1300514/000095012312004305/c24987exv10w88.htm)[’](https://www.sec.gov/Archives/edgar/data/1300514/000095012312004305/c24987exv10w88.htm)[s] Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2011 and filed on February 29, 2012).](https://www.sec.gov/Archives/edgar/data/1300514/000095012312004305/c24987exv10w88.htm) | | |

| 10.11 | | | | | | [Facility Agreement, dated as of June 25, 2012, among Marina Bay Sands Pte. Ltd., as borrower, DBS Bank Ltd., Oversea-Chinese Banking Corporation Limited, United Overseas Bank Limited and Malayan Banking Berhad, Singapore Branch, as global coordinators, DBS Bank Ltd., as agent for the finance parties and security trustee for the secured parties and certain other lenders party thereto (incorporated by reference from Exhibit 10.2 to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/1300514/000119312512345360/d362295dex102.htm)[’](https://www.sec.gov/Archives/edgar/data/1300514/000119312512345360/d362295dex102.htm)[s] Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2012 and filed on August 9, [removed: 2012)](https://www.sec.gov/Archives/edgar/data/1300514/000119312512345360/d362295dex102.htm)[.](https://www.sec.gov/Archives/edgar/data/1300514/000119312512345360/d362295dex102.htm)] [added: 2012).](https://www.sec.gov/Archives/edgar/data/1300514/000119312512345360/d362295dex102.htm)] | | |

| 10.12+ | | | | | | [Las Vegas Sands Corp. 2004 Equity Award Plan (Amended and Restated) (incorporated by reference from Exhibit 10.1 to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/1300514/000130051414000015/lvs-ex101x6302014.htm)[’](https://www.sec.gov/Archives/edgar/data/1300514/000130051414000015/lvs-ex101x6302014.htm)[s] Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended June 30, 2014 and filed on August 7, 2014).](https://www.sec.gov/Archives/edgar/data/1300514/000130051414000015/lvs-ex101x6302014.htm) | | |

| 10.13 | | | | | | [Amendment and Restatement Agreement dated as of August 29, 2014, to the Facility Agreement, dated as of June 25, 2012 (as amended by an amendment agreement dated November 20, 2013), among Marina Bay Sands Pte. Ltd., as borrower, various lenders party thereto, DBS Bank Ltd. [removed: ("DBS"),] [added: (](https://www.sec.gov/Archives/edgar/data/1300514/000130051414000022/lvs-ex101x09302014.htm)[“](https://www.sec.gov/Archives/edgar/data/1300514/000130051414000022/lvs-ex101x09302014.htm)[DBS](https://www.sec.gov/Archives/edgar/data/1300514/000130051414000022/lvs-ex101x09302014.htm)[”](https://www.sec.gov/Archives/edgar/data/1300514/000130051414000022/lvs-ex101x09302014.htm)[),] Oversea-Chinese Banking Corporation Limited, United Overseas Bank Limited and Malayan Banking Berhad, Singapore Branch, as global coordinators, DBS, as agent and security trustee, and DBS, Oversea-Chinese Banking Corporation Limited, United Overseas Bank Limited, Malayan Banking Berhad, Singapore Branch, Standard Chartered Bank, Sumitomo Mitsui Banking Corporation and CIMB Bank Berhad, Singapore Branch, as mandated lead arrangers (including as Schedule 3 thereto, the Form of Amended and Restated Facility Agreement) (incorporated by reference from Exhibit 10.1 to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/1300514/000130051414000022/lvs-ex101x09302014.htm)[’](https://www.sec.gov/Archives/edgar/data/1300514/000130051414000022/lvs-ex101x09302014.htm)[s] Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended September 30, 2014 and filed on November 5, 2014).](https://www.sec.gov/Archives/edgar/data/1300514/000130051414000022/lvs-ex101x09302014.htm) | | |

| 10.14 | | | | | | [Second Amendment and Restatement Agreement dated as of March [removed: 14,] [added: 1](https://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex101x03312018.htm)[9](https://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex101x03312018.htm)[,] 2018, to the Facility Agreement, dated as of June 25, 2012 (as amended by an amendment agreement dated November 20, 2013 and further amended and restated by an amendment and restatement agreement dated August 29, 2014), among Marina Bay Sands Pte. Ltd., as borrower, various lenders party thereto and DBS Bank Ltd. as agent and security trustee (incorporated by reference from Exhibit 10.1 to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex101x03312018.htm)[’](https://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex101x03312018.htm)[s] Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2018 and filed on April 27, 2018).](https://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex101x03312018.htm) | | |

| 10.15+ | | | | | | [Form of Director Restricted Stock Award Agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.5 to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex105x03312018.htm)[’](https://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex105x03312018.htm)[s] Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2018 and filed on April 27, 2018).](https://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex105x03312018.htm) | | |

| 10.16+ | | | | | | [Form of Restricted Stock Award Agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.6 to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex106x03312018.htm)[’](https://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex106x03312018.htm)[s] Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2018 and filed on April 27, 2018).](https://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex106x03312018.htm) | | |

| 10.17+ | | | | | | [Form of Nonqualified Stock Option Agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.4 to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex104x03312018.htm)[’](https://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex104x03312018.htm)[s] Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2018 and filed on April 27, 2018).](https://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex104x03312018.htm) | | |

| 10.18+ | | | | | | [Form of Director Nonqualified Stock Option Agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.3 to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex103x03312018.htm)[’](https://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex103x03312018.htm)[s] Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2018 and filed on April 27, [removed: 2018)](https://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex103x03312018.htm)[.](https://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex103x03312018.htm)] [added: 2018).](https://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex103x03312018.htm)] | | |

| 10.19+ | | | | | | [Form of Director Restricted Stock Units Award Agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.7 to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex107x03312018.htm)[’](https://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex107x03312018.htm)[s] Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2018 and filed on April 27, 2018).](https://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex107x03312018.htm) | | |

| 10.20+ | | | | | | [Form of Director Restricted Stock Units Award Agreement under the 2004 Equity Award Plan (with deferred settlement) (incorporated by reference from Exhibit 10.8 to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex108x03312018.htm)[’](https://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex108x03312018.htm)[s] Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2018 and filed on April 27, 2018).](https://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex108x03312018.htm) | | |

| 10.21+ | | | | | | [Form of Restricted Stock Units Award Agreement under the 2004 Equity Award Plan (incorporated by reference from Exhibit 10.9 to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex109x03312018.htm)[’](https://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex109x03312018.htm)[s] Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2018 and filed on April 27, 2018).](https://www.sec.gov/Archives/edgar/data/1300514/000130051418000055/lvs_ex109x03312018.htm) | | |

| 10.22+ | | | | | | [Las Vegas Sands Corp. Amended and Restated Executive Cash Incentive Plan (incorporated by reference from Exhibit 10.9 to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/1300514/000130051418000090/lvs-ex109x06302018.htm)[’](https://www.sec.gov/Archives/edgar/data/1300514/000130051418000090/lvs-ex109x06302018.htm)[s] Quarterly Report on Form 10-Q (File No. 001-32373 for the quarter ended June 30, 2018 and filed on July 25, 2018).](https://www.sec.gov/Archives/edgar/data/1300514/000130051418000090/lvs-ex109x06302018.htm) | | |

| 10.23 | | | | | | [Amendment, published on June 5, 2013, to Land Concession Agreement between Macau Special Administrative Region and Venetian Cotai Limited (incorporated by reference from Exhibit 10.22 to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/1300514/000130051419000021/d710701dex1022.htm)[’](https://www.sec.gov/Archives/edgar/data/1300514/000130051419000021/d710701dex1022.htm)[s] Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2018 and filed on February 22, 2019).](https://www.sec.gov/Archives/edgar/data/1300514/000130051419000021/d710701dex1022.htm) | | |

| 10.24 | | | | | | [Amendment, published on October 22, 2014, to Land Concession Agreement between Macau Special Administrative Region and Venetian Cotai Limited (incorporated by reference from Exhibit 10.23 to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/1300514/000130051419000021/d710701dex1023.htm)[’](https://www.sec.gov/Archives/edgar/data/1300514/000130051419000021/d710701dex1023.htm)[s] Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2018 and filed on February 22, 2019).](https://www.sec.gov/Archives/edgar/data/1300514/000130051419000021/d710701dex1023.htm) | | |

| 10.25 | | | | | | [Land Concession Agreement, dated as of May 5, 2010, relating to The Londoner Macao among the Macau Special Administrative Region, Venetian Orient Limited and Venetian Macau Limited (incorporated by reference from Exhibit 10.24 to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/1300514/000130051419000021/d710701dex1024.htm)[’](https://www.sec.gov/Archives/edgar/data/1300514/000130051419000021/d710701dex1024.htm)[s] Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2018 and filed on February 22, 2019).](https://www.sec.gov/Archives/edgar/data/1300514/000130051419000021/d710701dex1024.htm) | | |

| 10.26+ | | | | | | [Las Vegas Sands Corp. Amended and Restated 2004 Equity Award Plan (incorporated by reference from Exhibit 10.1 to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/1300514/000130051419000060/lvs_ex101x05162019.htm)[’](https://www.sec.gov/Archives/edgar/data/1300514/000130051419000060/lvs_ex101x05162019.htm)[s] Current Report on Form 8-K (File No. 001-32373) filed on May 20, 2019)](https://www.sec.gov/Archives/edgar/data/1300514/000130051419000060/lvs_ex101x05162019.htm). | | |

| 10.27† | | | | | | [Development Agreement, dated April 3, 2019, between the Singapore Tourism Board and Marina Bay Sands Pte. Ltd. (incorporated by reference from Exhibit 10.1 to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/1300514/000130051419000073/lvs-ex101x06302019.htm)[’](https://www.sec.gov/Archives/edgar/data/1300514/000130051419000073/lvs-ex101x06302019.htm)[s] Quarterly Report on Form 10-Q (File No. 001-32373) for the three and six months ended June 30, 2019 and filed on July 24, 2019).](https://www.sec.gov/Archives/edgar/data/1300514/000130051419000073/lvs-ex101x06302019.htm) | | |

| 10.29+ | | | | | | [Amendment to Non-Employee Director Compensation Program — Increase to Annual Cash Retainer (incorporated by reference from Exhibit 10.3 to the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/1300514/000130051419000107/lvs-ex103x09302019.htm)[’](https://www.sec.gov/Archives/edgar/data/1300514/000130051419000107/lvs-ex103x09302019.htm)[s] Quarterly Report on Form 10-Q (File No. 001-32373) for the three and nine months ended September 30, 2019 and filed on October 25, 2019).](https://www.sec.gov/Archives/edgar/data/1300514/000130051419000107/lvs-ex103x09302019.htm) | | |

| 10.30† | | | | | | [Amendment Letter, dated June 18, 2020, with respect to the facility agreement, originally dated as of June 25, 2012 (as amended, restated, amended and restated, supplemented and otherwise modified) among Marina Bay Sands Pte. Ltd., the lenders party thereto, DBS Bank Ltd., as the agent, and the other parties thereto (incorporated by reference from Exhibit 10.1 to the [removed: Company’s](https://www.sec.gov/Archives/edgar/data/1300514/000130051420000107/lvs-ex101x06182020.htm) [C](https://www.sec.gov/Archives/edgar/data/1300514/000130051420000107/lvs-ex101x06182020.htm)[urrent](https://www.sec.gov/Archives/edgar/data/1300514/000130051420000107/lvs-ex101x06182020.htm) [R](https://www.sec.gov/Archives/edgar/data/1300514/000130051420000107/lvs-ex101x06182020.htm)[eport] [added: Company’s Current Report] on Form 8-K (File No. 001-32373) filed on June 19, 2020).](https://www.sec.gov/Archives/edgar/data/1300514/000130051420000107/lvs-ex101x06182020.htm) | | |

| 10.32+ | | | | | | [Terms of Continued Employment, dated March 24, 2021, among Las Vegas Sands Corp., Las Vegas Sands, LLC and Robert G. Goldstein (incorporated by reference from Exhibit 10.1 to the [removed: Company’s](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000047/lvs-ex101x03222021.htm) [C](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000047/lvs-ex101x03222021.htm)[urrent](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000047/lvs-ex101x03222021.htm) [R](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000047/lvs-ex101x03222021.htm)[eport] [added: Company’s Current Report] on Form 8-K (File No. 001-32373) filed on March 24, 2021).](https://www.sec.gov/Archives/edgar/data/1300514/000130051421000047/lvs-ex101x03222021.htm) | | |

Financial statement schedules have been omitted because they are not applicable or the required information is included in the consolidated financial statements or the notes thereto.

| 4.5 | | | | | | [Eighth Supplemental Indenture, dated as of May 6, 2025, between Las Vegas Sands Corp. and U.S. Bank Trust Company, National Association, as trustee, relating to the 5.625% Notes due 2028 (incorporated by reference from Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No. 001-32373) filed on May 6, 2025).](https://www.sec.gov/Archives/edgar/data/1300514/000130051425000109/exhibit42-closing8xk.htm) | | |

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

| 4.6 | | | | | | [Ninth Supplemental Indenture, dated as of May 6, 2025, between Las Vegas Sands Corp. and U.S. Bank Trust Company, National Association, as trustee, relating to the 6.000% Notes due 2030 (incorporated by reference from Exhibit 4.3 to the Company’s Current Report on Form 8-K (File No. 001-32373) filed on May 6, 2025).](https://www.sec.gov/Archives/edgar/data/1300514/000130051425000109/exhibit43-closing8xk.htm) | | |

| 4.7 | | | | | | [Form of Las Vegas Sands Corp.’s 5.625% Notes due 2028 (included in Exhibit 4.](https://www.sec.gov/Archives/edgar/data/1300514/000130051425000109/exhibit42-closing8xk.htm)[5](https://www.sec.gov/Archives/edgar/data/1300514/000130051425000109/exhibit42-closing8xk.htm) [hereto) (incorporated by reference from Exhibit 4.4 to the Company’s Current Report on Form 8-K (File No. 001-32373) filed on May 6, 2025).](https://www.sec.gov/Archives/edgar/data/1300514/000130051425000109/exhibit42-closing8xk.htm) | | |

| 4.8 | | | | | | [Form of Las Vegas Sands Corp.’s 6.000% Notes due 2030 (included in Exhibit 4.](https://www.sec.gov/Archives/edgar/data/1300514/000130051425000109/exhibit43-closing8xk.htm)[6](https://www.sec.gov/Archives/edgar/data/1300514/000130051425000109/exhibit43-closing8xk.htm) [hereto) (incorporated by reference from Exhibit 4.5 to the Company’s Current Report on Form 8-K (File No. 001-32373) filed on May 6, 2025).](https://www.sec.gov/Archives/edgar/data/1300514/000130051425000109/exhibit43-closing8xk.htm) | | |

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

| 10.51^ | | | | | | [Facility Agreement dated as of February 21, 2025, among Marina Bay Sands Pte. Ltd., as borrower, the various lenders party thereto, DBS Bank Ltd., Malayan Banking Berhad, Singapore Branch, Oversea-Chinese Banking Corporation Limited and United Overseas Bank Limited, as global coordinators, DBS Bank Ltd., as agent and security trustee, and the other parties thereto (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-32373) filed on February 24, 2025).](https://www.sec.gov/Archives/edgar/data/1300514/000130051425000049/lvs_ex101x02212025.htm) | | |

| 10.52 | | | | | | [First Amendment to Employment Agreement, dated March 5, 2025, between Las Vegas Sands Corp., Las Vegas Sands, LLC and Robert G. Goldstein (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-32373) filed on March 6, 2025).](https://www.sec.gov/Archives/edgar/data/1300514/000119312525048432/d924233dex101.htm) | | |

| 10.53 | | | | | | [Amendment Letter, dated April 3, 2025, with respect to the Facility Agreement, dated as of February 21, 2025, among Marina Bay Sands Pte. Ltd., as borrower, the various lenders party thereto, DBS Bank Ltd., Malayan Banking Berhad, Singapore Branch, Oversea-Chinese Banking Corporation Limited and United Overseas Bank Limited, as global coordinators, DBS Bank Ltd., as agent and security trustee, and the other parties thereto (incorporated by reference from Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (File No. 001-32373) for the quarter ended March 31, 2025 and filed on April 25, 2025).](https://www.sec.gov/Archives/edgar/data/1300514/000130051425000095/lvs_ex104x03312025.htm) | | |

| 97 | | | | | | [Clawback Policy](https://www.sec.gov/Archives/edgar/data/1300514/000130051425000040/lvs-ex97_20241231x10k.htm) [](https://www.sec.gov/Archives/edgar/data/1300514/000130051425000040/lvs-ex97_20241231x10k.htm)[(incorporated by reference from Exhibit](https://www.sec.gov/Archives/edgar/data/1300514/000130051425000040/lvs-ex97_20241231x10k.htm) [97](https://www.sec.gov/Archives/edgar/data/1300514/000130051425000040/lvs-ex97_20241231x10k.htm) [to the Company](https://www.sec.gov/Archives/edgar/data/1300514/000130051425000040/lvs-ex97_20241231x10k.htm)[’](https://www.sec.gov/Archives/edgar/data/1300514/000130051425000040/lvs-ex97_20241231x10k.htm)[s Annual Report on Form 10-K (File No. 001-32373) for the year ended December 31, 2024 and filed on February 7, 2025).](https://www.sec.gov/Archives/edgar/data/1300514/000130051425000040/lvs-ex97_20241231x10k.htm) | | |

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Schedule II — Valuation and Qualifying Accounts

| 97* | | | | | | [Clawback Policy.](https://www.sec.gov/Archives/edgar/data/1300514/000130051425000040/lvs-ex97_20241231x10k.htm) | | |

| February [removed: 7, 2025] [added: 6, 2026] | | | /S/ ROBERT G. GOLDSTEIN | | | | | | | | |

| /S/ ROBERT G. GOLDSTEIN | | | | | | Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer) | | | | | | February [removed: 7, 2025] [added: 6, 2026] | | |

| /S/ PATRICK DUMONT | | | | | | President, Chief Operating Officer and Director | | | | | | February [removed: 7, 2025] [added: 6, 2026] | | |

| /S/ MARK BESCA | | | | | | Director | | | | | | February [removed: 7, 2025] [added: 6, 2026] | | |

| /S/ IRWIN CHAFETZ | | | | | | Director | | | | | | February [removed: 7, 2025] [added: 6, 2026] | | |

| /S/ MICHELINE CHAU | | | | | | Director | | | | | | February [removed: 7, 2025] [added: 6, 2026] | | |

| /S/ CHARLES D. FORMAN | | | | | | Director | | | | | | February [removed: 7, 2025] [added: 6, 2026] | | |

| /S/ LEWIS KRAMER | | | | | | Director | | | | | | February [removed: 7, 2025] [added: 6, 2026] | | |

| /S/ ALAIN LI | | | | | | Director | | | | | | February [removed: 7, 2025] [added: 6, 2026] | | |

| /S/ RANDY HYZAK | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | | | | | February [removed: 7, 2025] [added: 6, 2026] | | |

LAS VEGAS SANDS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

| /S/ MICKY PANT | | | | | | Director | | | | | | February 6, 2026 | | |

| Micky Pant | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |