Item 1A. Risk Factors.

In addition to information discussed elsewhere in this Form 10-Q, you should carefully consider the risk factors disclosed in the 2022 Annual Report. The risk factors associated with our business have not materially changed as compared to the risk factors disclosed in the 2022 Annual Report except for the following updated risk factor below. The risk factor described below and the additional risks described in the 2022 Annual Report are not the only risks we face. Additional factors not presently known to us or that we currently deem to be immaterial could materially affect our business, liquidity, financial condition, and/or results of operations in present and/or future periods.

Other Risks

Failure to consummate the Reclassification could adversely affect the price of our Class A Stock and/or our Class B Stock; the Reclassification, if completed, may not benefit us or our stockholders.

Under the terms of the Reclassification Agreement, the Company’s and the Sands Stockholder Group’s obligation to consummate the Reclassification is subject to customary conditions, including, among others, the effectiveness of a Company registration statement on Form S-4 and the approval of the Reclassification by the Company’s stockholders. We cannot be certain that these conditions will be satisfied and its possible that the Reclassification Agreement may be terminated for failure to satisfy a condition precedent or for other reasons. If the Reclassification is not completed, our businesses and financial results may be adversely affected, including as follows: (i) we may experience negative reactions from the financial markets, including negative impacts on the market price of shares of Class A Stock and/or Class B Stock and (ii) we will have expended substantial time and resources that could otherwise have been spent on our existing businesses and the pursuit of other opportunities that could have been beneficial to us.

Even if the Reclassification is completed, it may not result in any recognition of stockholder value or improve the liquidity and marketability of our equity. The perception of the Reclassification by members of the investment community may cause a decrease in the value of our Class A Stock following the Reclassification and impair its liquidity and marketability. Furthermore, securities markets worldwide have recently experienced significant price and volume fluctuations. This market volatility, as well as general economic, market, or political conditions, could cause a reduction in the market price and liquidity of shares our Class A Stock following the Reclassification, particularly if the Reclassification is not viewed favorably by members of the investment community.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Equity Securities

(1)In January 2018, we announced that our Board of Directors authorized the repurchase of up to an aggregate amount of $3.0 billion of our Class A Stock and Class B Stock under the 2018 Authorization. In May 2022, we utilized the remaining $132.4 million available under the 2018 Authorization to repurchase 528,985 shares of Class A Stock, through an ASR that was announced in April 2022 and open market transactions, thereby completing the 2018 Authorization.

(2)In January 2021, we announced that our Board of Directors authorized an additional repurchase of up to an aggregate amount of $2.0 billion of our Class A Stock and Class B Stock under the 2021 Authorization. The Board of Directors did not specify a date upon which the 2021 Authorization would expire. Share repurchases for the periods included herein under the 2021 Authorization were effected through open market transactions.

(3)In April 2022, we entered into an ASR to purchase up to $500.0 million of our Class A Stock. In exchange for our payment of $500.0 million at the beginning of the ASR purchase period, the financial institution party to the ASR committed to deliver shares to us during the ASR purchase period. Pursuant to the terms of the ASR, 1,725,551 shares were delivered in April 2022 at the beginning of the ASR purchase period and 275,563 shares were delivered in May 2022 at the end of the ASR purchase period. In total, 2,001,114 shares were delivered under this ASR at an average purchase price paid of $249.86 per share.

(4)Subsequent to May 31, 2022, we repurchased 1,240,495 shares of Class A Stock pursuant to the 2021 Authorization at an average cost of $236.20 per share through open market transactions. Beginning May 25, 2022, all repurchases were made pursuant to a Rule 10b5-1 trading plan.