LAS VEGAS SANDS CORP

The following table summarizes the results of our mall operations on the Cotai Strip and at Marina Bay Sands for the years ended December 31, 2025 and 2024:

Note: This table excludes the results of our mall operations at Sands Macao.

(1) Minimum rents include base rents and straight-line adjustments of base rents.

(2) Commercial property that generates rental income is exempt from property tax for the first six years for newly constructed buildings in Cotai. If the property also qualifies for Tourism Utility Status, the property tax exemption can be extended to twelve years with effect from the opening of the property. To date, The Venetian Macao, The Plaza Macao and Four Seasons Macao, The Londoner Macao and The Parisian Macao have obtained an extended exemption. The exemption for The Venetian Macao and The Plaza Macao and Four Seasons Macao expired in August 2019 and August 2020, respectively, and the exemption for The Londoner Macao and The Parisian Macao will be expiring in December 2027 and September 2028, respectively.

(3) Mall-related expenses consist of CAM, marketing fees and other direct operating expenses, property taxes and provision for credit losses, but excludes depreciation and amortization and general and administrative costs.

It is common in the mall operating industry for companies to disclose mall net operating income (“NOI”) as a useful supplemental measure of a mall’s operating performance. Because NOI excludes general and administrative expenses, interest expense, impairment losses, depreciation and amortization, gains and losses from property dispositions, allocations to noncontrolling interests and provision for income taxes, it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact on operations from trends in occupancy rates, rental rates and operating costs.

In the table above, we believe taking total mall revenues less mall-related expenses provides an operating performance measure for our malls. Other mall operating companies may use different methodologies for deriving mall-related expenses. As such, this calculation may not be comparable to the NOI of other mall operating companies.

Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023

A discussion of changes in our results of operations between 2024 and 2023 has been omitted from this Form 10-K and can be found in “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Liquidity and Capital Resources

Cash Flows — Summary

Our cash flows consisted of the following:

A discussion of changes in cash flows between 2024 and 2023 has been omitted from this Form 10-K and can be found in “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Cash Flows — Operating Activities

Table games play at our properties is conducted on a cash and credit basis, while slot machine play is primarily conducted on a cash basis. Our rooms, food and beverage and other non-gaming revenues are conducted primarily on a cash basis and to a lesser extent as a trade receivable. Operating cash flows are generally affected by changes in operating income, accounts receivable, gaming related liabilities and interest payments. For the year ended December 31, 2025, cash generated from operations was $3.02 billion, a decrease of $181 million compared to $3.20 billion for the year ended December 31, 2024. The decrease in cash generated from operations was primarily related to the $848 million payment for MBS’ purchase of the Additional Gaming Area and a decrease in operating income from our Macao properties, partially offset by an increase in operating income from Marina Bay Sands and an increase in cash related to changes in working capital.

Cash Flows — Investing Activities

Capital expenditures for the year ended December 31, 2025, totaled $1.17 billion. Included in this amount was $574 million for construction activities at Marina Bay Sands, primarily due to the room renovations completed across the property, $555 million for construction and development activities in Macao, which consisted of $312 million for The Londoner Macao, primarily due to the Londoner Grand, $186 million for The Venetian Macao and $57 million for the other Macao properties, and $39 million for corporate and other costs. Additionally, in March 2025, we paid approximately $75 million to the Singapore Gambling Regulatory Authority as part of the process to renew our gaming license at Marina Bay Sands, which now expires in April 2028.

Capital expenditures for the year ended December 31, 2024, totaled $1.57 billion. Included in this amount was $879 million for construction and development activities in Macao, which consisted of $545 million for The Londoner Macao, $262 million for The Venetian Macao, $39 million for The Parisian Macao and $33 million for other Macao properties, $648 million for construction activities at Marina Bay Sands, primarily due to the room renovations completed across the property, and $40 million for corporate and other costs.

Cash Flows — Financing Activities

Net cash flows used in financing activities were $1.64 billion for the year ended December 31, 2025. We utilized $2.22 billion for common stock repurchases, $833 million for dividend and noncontrolling interest payments, $483 million to purchase SCL shares through forward contracts and open market transactions, and $201 million for deferred offering costs for the refinancing of the 2025 LVSC Senior Notes and the 2025 Singapore Credit Facility, and the draw down on the 2024 SCL Term Loan Facility. Additionally, there were net proceeds of debt of $1.86 billion, primarily related to proceeds received from the issuance of the 2025 LVSC Senior Notes and the 2025 Singapore Credit Facility, and $264 million in proceeds received from the exercise of stock options. Lastly, we paid $35 million in other financial liability payments.

Net cash flows used in financing activities were $3.06 billion for the year ended December 31, 2024. We utilized $1.75 billion for common stock repurchases and $590 million for dividend payments related to our stockholder return of capital program, funded $250 million to purchase common stock of SCL to increase our equity ownership in SCL and funded our capped call contracts for $48 million, net of cash premiums received. There were net repayments of debt of $326 million primarily related to the repurchase of $175 million of SCL senior notes for $174 million and $139 million of repayments on the 2012 Singapore Term Facility. Lastly, we paid $60 million in deferred offering costs, primarily related to the 2024 SCL Credit Facility and the issuance of new LVSC senior notes, and $32 million in other financial liability payments.

Capital Financing Overview

We fund our development projects primarily through operating cash flows and borrowings from our debt instruments (see “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 11 —Debt”).

In February 2025, MBS entered into a new facility agreement, the 2025 Singapore Credit Facility, which provides for an SGD 3.75 billion (approximately $2.92 billion at exchange rates in effect on December 31, 2025) term loan (the “2025 Singapore Term Loan Facility”) and makes available an SGD 750 million (approximately $584 million at exchange rates in effect on December 31, 2025) revolving credit facility (the “2025 Singapore Revolving Facility”) and an SGD 7.50 billion (approximately $5.84 billion at exchange rates in effect on December 31, 2025) term loan facility (the “2025 Singapore Delayed Draw Term Loan Facility”). Additionally, in February 2025, MBS drew down the full amount of the 2025 Singapore Term Loan Facility and SGD 62 million (approximately $46 million at exchange rates in effect at the time of the transaction) from the 2025 Singapore Delayed Draw Term Loan Facility and used the proceeds to pay amounts outstanding under the 2012 Singapore Credit Facility. MBS may draw under the 2025 Singapore Revolving Facility to refinance outstanding indebtedness, pay certain fees, expenses and accrued interest, make dividend payments and for general corporate purposes. The proceeds from the 2025 Singapore Delayed Draw Term Loan Facility may be used to finance development and construction costs, expenses, fees and other payments related to the MBS Expansion Project. In connection with entering into the 2025 Singapore Credit Facility, the commitments under MBS’s amended and restated credit facility agreement, the 2012 Singapore Credit Facility, were terminated. Refer to “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 11 —Debt” for further details.

In April 2025, MBS drew down an additional SGD 1.13 billion (approximately $848 million at exchange rates in effect at the time of the payment) from the 2025 Singapore Delayed Draw Term Loan Facility to fund the payment due to the Singapore government, pursuant to the Second Supplemental Agreement, related to the Additional Gaming Area.

In May 2025, in an underwritten public offering, we issued two series of senior unsecured notes in an aggregate principal amount of $1.50 billion (see “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 11 —Debt”). The net proceeds from the offering were used to redeem in full the outstanding principal under the $500 million 2.900% LVSC Senior Notes due June 25, 2025 and any accrued interest, and to pay transaction-related fees and expenses. The remaining proceeds are being used for general corporate purposes, including share repurchases.

In June 2025, we drew down HKD 12.75 billion (approximately $1.64 billion at exchange rates in effect at the time of the transaction) under the 2024 SCL Term Loan Facility, the proceeds from which, together with cash on hand, were used to redeem in full the outstanding principal amount of $1.63 billion of the 5.125% SCL Senior Notes due August 8, 2025. Subsequently, in January 2026, we drew down HKD 6.20 billion (approximately$797 million at exchange rates in effect at the time of the transaction) under the 2024 SCL Revolving Facility, the proceeds from which, together with cash on hand, were used to redeem the $800 million 3.800% SCL Senior Notes due January 8, 2026.

Our U.S., SCL and Singapore credit facilities, as amended, contain various financial covenants, which include maintaining a maximum leverage ratio, as defined per the respective facility agreements. As of December 31, 2025, our U.S., SCL and Singapore leverage ratios, as defined per the respective credit facility agreements, were 1.34x, 3.38x and 1.37x, respectively, compared to the maximum leverage ratios allowed of 4.00x, 4.00x and 4.50x, respectively. If we are unable to maintain compliance with the financial covenants under these credit facilities, we would be in default under the respective credit facilities.

We held unrestricted cash and cash equivalents of $3.84 billion and restricted cash of $125 million as of December 31, 2025, of which approximately $2.45 billion of the unrestricted amount is held by non-U.S. subsidiaries. Of the $2.45 billion, approximately $2.07 billion is available to be repatriated, either in the form of dividends or via intercompany loans or advances, to the U.S., subject to levels of earnings, cash flow generated from 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, laws and regulations currently applicable to our subsidiaries and restrictions in connection with their contractual arrangements. We do not expect withholding taxes or other foreign income taxes to apply should these earnings be distributed in the form of dividends or otherwise.

We believe we have a strong balance sheet and sufficient liquidity in place, including unrestricted cash and cash equivalents of $3.84 billion and cash flow generated from operations, as well as $3.67 billion available for borrowing under our U.S., SCL and Singapore revolving credit facilities as of the date of this Annual Report on Form 10-K.

We believe we are well positioned to support our operations, maintain compliance with the financial covenants of our credit facilities and fund our working capital needs, committed and planned capital expenditures, development opportunities, debt obligations and dividend commitments, as well as meet our commitments under the Macao Concession. In the normal course of our activities, we will continue to evaluate global capital markets to consider future opportunities for enhancements of our capital structure.

On February 19, May 14, August 13 and November 12, 2025, we paid a quarterly dividend of $0.25 per common share as part of a regular cash dividend program and, for the year ended December 31, 2025, we recorded $695 million as a distribution against retained earnings. Our Board of Directors announced a $0.20 increase in our recurring common stock dividend for the 2026 calendar year, raising the annual dividend to $1.20 per share ($0.30 per share per quarter). In January 2026, our Board of Directors declared a quarterly dividend of $0.30 per common share (a total estimated to be approximately $202 million) to be paid on February 18, 2026, to stockholders of record on February 9, 2026. We expect this level of dividend to continue quarterly through the remainder of 2026. Our Board of Directors will continue to assess the level of appropriateness of any cash dividends.

On June 20 and September 12, 2025, SCL paid a dividend of HKD 0.25 per share to SCL shareholders (a total of $518 million, of which we retained $380 million during the year ended December 31, 2025).

Purchase of Noncontrolling Interest

During the year ended December 31, 2025, our wholly owned subsidiary, Venetian Venture Development Intermediate II (“VVDI II”), entered into numerous share purchase agreements with financial institutions (the “Agents”) for the purchase of the common stock of SCL (the “SCL Purchase Agreements”). Pursuant to the terms of the SCL Purchase Agreements, VVDI II made up-front payments to the Agents totaling HKD 2.85 billion (approximately $365 million at exchange rates as of the date of the transactions) during 2025.

The SCL Purchase Agreements allowed for the delivery of shares on a daily basis. As of December 31, 2025, 172 million shares in total of SCL common stock were delivered to us.

Additionally, during the year ended December 31, 2025, we purchased the common stock of SCL in open market transactions, which resulted in the purchase of 45 million shares of SCL common stock for HKD 912 million (approximately$117 million at exchange rates in effect at the time of the transactions).

The total additional SCL shares purchased related to these transactions resulted in an increase of our ownership of SCL to approximately 74.80% as of December 31, 2025.

Share Repurchase Program

During the year ended December 31, 2025, our Board of Directors authorized increasing the remaining share repurchase amount to $2.0 billion and extending its expiration date to November 3, 2027. During the year ended December 31, 2025, we repurchased 48 million shares of our common stock for $2.27 billion (including $1 million in commissions and $18 million in excise tax) under our current program. All share repurchases of our common stock have been recorded as treasury stock.

We have approximately $1.56 billion remaining under our authorized share repurchase program. Repurchases of our common stock are made 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. The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including our financial position, earnings, cash flows, legal requirements, other investment opportunities and market conditions.

Aggregate Indebtedness and Other Contractual Obligations

Our total long-term indebtedness and other contractual obligations are summarized below as of December 31, 2025:

(1)As of December 31, 2025, we had a $117 million liability related to uncertain tax positions. We are unable to reasonably estimate the timing of the liability in individual years due to uncertainties in the timing of the effective settlement of tax positions; therefore, such amounts are not included in the table.

(2)See “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 11 —Debt” for further details on these financing transactions and “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 15 —Leases” for further details on finance leases.

(3)In January 2026, the outstanding SCL senior notes of $800 million due in January 2026 were paid off with proceeds from the 2024 SCL Revolving Facility and cash on hand.

(4)Based on the 1-month rate as of December 31, 2025, Hong Kong Inter-Bank Offer Rate (“HIBOR”) of 3.08% and Singapore Overnight Rate Average (“SORA”) of 0.89% plus the applicable interest rate spread in accordance with the respective debt agreements.

(5)In addition to the amounts listed in the table above, under the Macao Concession, we have committed to spend 35.84 billion patacas (approximately $4.47 billion at exchange rates in effect on December 31, 2025) through 2032 on both capital and operating projects, including 33.39 billion patacas (approximately $4.17 billion at exchange rates in effect on December 31, 2025) in non-gaming projects. For the years ended December 31, 2024 and 2023, we spent a total of approximately 5.80 billion patacas (approximately $723 millionat exchange rates in effect on December 31, 2025) on these projects. The annual amounts were reviewed and confirmed as qualified spend under the Concession by the Macao government following audits conducted in May 2025 and July 2024, with results issued in November 2025 and 2024, respectively. The Macao government conducts an annual audit to confirm qualified concession investments for the prior year. 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.

We are also required to pay a 35% gross gaming revenue special gaming tax and a 5% gross gaming revenue contribution in Macao, which amounts we pay are variable in nature. Under the Concession, however, we are obligated to pay a special annual gaming premium if the average of the gross gaming revenues of our gaming tables and our electrical or mechanical gaming machines, including slot machines, is lower than a certain minimum amount determined by the Macao government; such special premium being the difference between the gaming tax based on the actual gross gaming revenues and that of the specified minimum amount. Based on the maximum number of gaming tables and gaming machines we are currently authorized to operate, if the monthly special gaming taxes paid during the year aggregates to less than 4.50 billion patacas (approximately $562 million at exchange rates in effect on December 31, 2025), we would be required to pay the difference as the special annual gaming premium.

(6)We are required to pay an annual premium with a fixed portion and a variable portion, which is based on the number and type of gaming tables and gaming machines we operate. Based on the gaming tables and gaming machines (which is at the maximum number of tables and machines currently allowed by the Macao government) in operation and the mix of type of gaming tables as of December 31, 2025, the annual premium payable to the Macao government is approximately $40 million for the years ending December 31, 2026 through December 31, 2030, respectively, and $80 million in aggregate thereafter through the termination of the Concession in December 2032.

(7)Under the Handover Record, we are required to make annual payments of 2,500 patacas (approximately $312 at exchange rates in effect on December 31, 2025) per square meter for the following seven years. Beginning in 2027, the annual payment will be adjusted with the Macao average price index of the corresponding preceding year.

(8)We are party to certain operating leases for real estate, which primarily include $280 million related to long-term land leases in Macao with an anticipated lease term of 50 years, $15 million related to a long-term land lease in Las Vegas with a 40-year lease term and $11 million related to office space in Singapore with a 5-year lease term. See “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 15 —Leases” for further details on operating leases.

(9)Mall deposits consist of refundable security deposits received from mall tenants.

(10)Primarily consists of all other non-cancellable contractual obligations and primarily relates to certain hotel management and service agreements, as described below. The amounts exclude open purchase orders with our suppliers that have not yet been received as these agreements generally allow us the option to cancel, reschedule and adjust terms based on our business needs prior to the delivery of goods or performance of services.

Some of our hotel properties operate pursuant to management agreements with various experienced third-party hotel operators (management companies), whereby the management company controls the day-to-day operations of each of these hotels, and we are granted limited approval rights with respect to certain of the management company’s actions. The non-cancelable periods of our management agreements range from 14 to 40 years with various extension provisions and some with early termination options. Each management company receives a base management fee, generally a percentage of revenue as defined. There are also monthly fees for certain support services and some also include incentive fees based on attaining certain financial thresholds. Additionally, we have a franchise agreement granting us the right to operate the Londoner Grand as a franchisee under Marriott International’s “Luxury Collection Hotel” brand, which primarily consists of a fixed and variable franchise fee. The non-cancelable period for the franchise agreement is 15 years.

The Company’s non-cancelable contractual obligations also include agreements with certain celebrities and professional sports leagues and teams for the hosting of events, advertising, marketing, promotional and sponsorship opportunities in order to promote the Company’s brand and services.

Off-Balance Sheet Arrangements

We have not entered into any transactions with special purpose entities, nor have we engaged in any derivative transactions other than foreign currency swaps and net investment hedges. Refer to “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 10 —Derivative Instruments” for outstanding foreign currency swaps and net investment hedges as of December 31, 2025.