LAS VEGAS SANDS CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Las Vegas Sands Corp.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

LETTER FROM

THE CHAIRMAN

“Sands executed its strategic objectives

during 2025 in pursuit of our mission to

develop and operate iconic destinationres orts

that drive significant economic impact, deliver

unparalleled experiences toour guests and

attract high-value tourism to our markets.

In 2025, we delivered growth across a range

of financial metrics, including net revenues,

adjusted property EBITDA and earnings per

share. We also continued to execute our

capital investment programs in both Macao

and Singapore while increasing the return of

capital to stockholders.

At Marina Bay Sandsin Singapore, 2025

represented another year of outstanding

operationaland financial execution. The

property achieved a record adjusted property

EBITDA of over$2.9 billion for the year. Our

investments have meaningfully enhanced and

expanded our premium suite and luxury

tourism offerings at Marina Bay Sands.

Completion ofour enhanced hospitality

offerings, including elevated and expanded

suite offerings during 2025, enabled the

outstanding growth we achieved in 2025. We

also began construction on the next phase of

Marina Bay Sands, a new development with

direct connectivity to our existing property,

which will feature additional entertainment

offerings including an arena, MICE space and

valuable additional suite capacity. This unique

development provides growth opportunities in

Singapore and extends our contributions to

the city’s leisure and business tourism appeal

in the decades ahead.

In Macao, we completed our capital

investment program at The Londoner Macao

with thedebut of 2,405 premium suites and

guest rooms at Londoner Grand. We believe

The Londoner will deliver growth and strong

returns on invested capital in the years

ahead. We will continue to invest in our

property portfolio and hospitality offerings in

Macao going forward and consider Macao an

ideal market for additional capital investment.

Our balance sheet strength continued to

enable us to execute our significant capital

investment programs in both Macao and

Singapore, while increasing the return of

capital to stockholders during the year.”

You are cordially invited to attend the 2026

Annual Meeting of Stockholders of Las

Vegas Sands Corp., a Nevada corporation

(the “Company”), which will be held virtually

on May 14, 2026 at 11:00 a.m. Pacific time.

We believe the environmentally-friendly

virtual meeting format will provide

expanded access, improved

communication, and cost savings for our

stockholders and the Company. You will not

be able to attend the annual meeting in

person.

Details regarding admission to the meeting

and the business to be presented at the

meeting can be found in the accompanying

Notice of Annual Meeting and Proxy

Statement.

We are pleased to take advantage of the

Securities and Exchange Commission rules

that allow companies to furnish proxy

materials to stockholders via the Internet.

We believe these rules allow us to provide

our stockholders with the information they

need, while lowering the costs of delivery

and reducing the environmental impact of

producing and distributing materials for our

annual meeting. Accordingly, we are

sending a Notice of Internet Availability of

Proxy Materials (the “Notice”) to our

stockholders of record and beneficial

owners, unless they have directed us to

provide the materials in a different manner.

The Notice provides instructions on how to

access and review all of the important

information contained in the accompanying

Proxy Statement and Annual Report to

Stockholders, as well as how to submit a

proxy by telephone or over the Internet. If

you receive the Notice and would still like

to receive a printed copy of our proxy

materials, instructions for requesting these

materials are included in the Notice. The

Company plans to mail the Notice to

stockholders by April 1, 2026. The

Company will continue to mail a printed

copy of this Proxy Statement and form of

proxy to certain stockholders, and it

expects that mailing will begin on or about

April 1, 2026.

“I would like to thank you, our

stockholders, as well as our dedicated

Team Members and other stakeholders

in our Company for your support in

2025. It is my privilege to assume the

role of Chairman of the Company. I am

proud to lead an organization with an

unrivalled portfolio of Integrated Resorts

in both Macao and Singapore. We will

continue the decades-long commitment,

established by our founder, Sheldon G.

Adelson, to make investments designed

to enhance the leisure and business

tourism appeal of both Macao and

Singapore. We will continue to invest in

those outstanding markets while

pursuing development opportunities in

new markets. We are fortunate that our

balance sheet strength enables us to

pursue these opportunities while

continuing to return excess capital to

stockholders.”

Your vote is important. Whether or not

you are able to attend, it is important

your shares be represented at the

meeting. Please follow the instructions in

the Notice and vote as soon as possible.

Yours sincerely,

PATRICK DUMONT

Chairman of the Board and

Chief Executive Officer

April 1, 2026

11:00 a.m. Pacific Time

Location

Access viahttps://www.webcaster5.com/Webcast/

Page/3138/53642 and enter the 11-digit control number on the

proxy card or Notice of Availability of Proxy Materials you

previously received and the meeting password, Sands2026

NOTICE

of Annual Meeting of

Stockholders

Stockholders of record at the close of business on

March 16, 2026, are entitled to notice of and to vote at

the meeting. A complete list of the stockholders

entitled to vote at the meeting shall be open to the

examination of any stockholder for any purpose

germane to the meeting, during the meeting and

during ordinary business hours for a period of at least

10 days prior to the meeting, at the Company’s

executive offices, located at 5420 S. Durango Drive,

Las Vegas, Nevada 89113.

The annual meeting of stockholders of the Company, will be

held online on May 14, 2026, at 11:00 a.m. Pacific time, for

the following purposes:

1. to elect eight directors to the Board to serve until the

2027 Annual Meeting of Stockholders;

2. to ratify the appointment of our independent registered

public accounting firm;

3. to vote on an advisory (non-binding) proposal to

approve the compensation of the named executive

officers (“NEOs”); and

4. to transact such other business as may properly come

before the meeting or any adjournments or

postponements thereof.

By Order of the Board,

D. Zachary Hudson

Executive Vice President,

Global General Counsel and Secretary

April 1, 2026

PLEASE FOLLOW THE INSTRUCTIONS IN THE COMPANY’S NOTICE OF INTERNET

AVAILABILITY OF PROXY MATERIALS TO VOTE YOUR PROXY.