LAS VEGAS SANDS CORP (LVS)

ITEM 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with, and is qualified in its entirety by, the condensed consolidated financial statements and the notes thereto, and other financial information included in this Quarterly Report on Form 10-Q. Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements. See “— Special Note Regarding Forward-Looking Statements.”

Operations

Summary Financial Results

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(1)See “— Segment Adjusted Property EBITDA” for a reconciliation of consolidated adjusted property EBITDA to net income.

We view each of our Integrated Resort properties as an operating segment. Our operating segments in Macao consist of The Venetian Macao; The Londoner Macao; The Parisian Macao; The Plaza Macao and Four Seasons Macao; and the Sands Macao. Our operating segment in Singapore is Marina Bay Sands.

Macao

Our Macao operations showed improvement with net revenues increasing $399 million, or 23.5%, and adjusted property EBITDA increasing $98 million, or 18.3%, compared with the three months ended March 31, 2025. The improvement was driven by our properties where new and refreshed premium suites and hospitality offerings have been introduced, such as the Londoner Grand. Despite the improvement, we continue to face a competitive operating environment.

Singapore

Our Singapore operations continue to deliver exceptional results, supported by the property’s unique and luxurious integrated resort offerings, with adjusted property EBITDA increasing $183 million, or 30.2%, compared to the three months ended March 31, 2025. The key driver of the increase being a 31.4% increase in gross gaming revenue to $1.13 billion, while non-gaming revenues also contributed meaningfully to the overall results driven by increased business volumes and the launch of new dining venues.

Summary

During the first quarter of 2026, we continued to execute our strategic objectives as we delivered growth in both Singapore and Macao while continuing to increase the return of capital to stockholders, with the repurchase of $740 million of our common stock and a dividend payment of $202 million, and will continue to invest in premium suites and other hospitality offerings.

We believe we have a strong balance sheet and sufficient liquidity in place, including total unrestricted cash and cash equivalents of $3.33 billion as of March 31, 2026 and access to $3.97 billion of available borrowing capacity under our U.S., SCL and Singapore revolving credit facilities as of the date of this report. We believe we are able to support our continuing operations, complete the major construction projects that are underway and maintain our share repurchase and dividend programs to continue to return excess capital to stockholders.

Critical Accounting Policies and Estimates

For a discussion of our significant accounting policies and estimates, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presented in our 2025 Annual Report on Form 10-K filed on February 6, 2026.

There were no newly identified significant accounting policies and estimates during the three months ended March 31, 2026, nor were there any material changes to the critical accounting policies and estimates discussed in our 2025 Annual Report.

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Operating Results

Key Operating Revenue Measurements

Operating revenues at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao and Marina Bay Sands are dependent upon the volume of patrons who stay at the hotel, which affects the price charged for hotel rooms and our gaming volume. Operating revenues at Sands Macao are principally driven by the volume of gaming patrons who visit the property on a daily basis.

Management utilizes the following volume and pricing measures in order to evaluate past performance and assist in forecasting future revenues. The various volume measurements indicate our ability to attract patrons to our Integrated Resorts. In casino operations, win and hold percentages indicate the amount of revenue to be expected based on volume. In hotel operations, average daily rate and revenue per available room indicate the demand for rooms and our ability to capture that demand. In mall operations, base rent per square foot indicates our ability to attract and maintain profitable tenants for our leasable space.

The following are the key measurements we use to evaluate operating revenues:

Casino revenue measurements for Macao and Singapore: Macao and Singapore table games are segregated into two groups: Rolling Chip play (composed of VIP players) and Non-Rolling Chip play (mostly non-VIP players). The volume measurement for Rolling Chip play is non-negotiable gaming chips wagered and lost. The volume measurement for Non-Rolling Chip play is table games drop (“drop”), which is net markers issued (credit instruments), cash deposited in the table drop boxes and gaming chips purchased and exchanged at the cage. Rolling Chip and Non-Rolling Chip volume measurements are not comparable as they are two distinct measures of volume. The amounts wagered and lost for Rolling Chip play are substantially higher than the amounts dropped for Non-Rolling Chip play. Slot handle, also a volume measurement, is the gross amount wagered for the period cited.

We view Rolling Chip win as a percentage of Rolling Chip volume, Non-Rolling Chip win as a percentage of drop and slot hold (amount won by the casino) as a percentage of slot handle. Win or hold percentage represents the percentage of Rolling Chip volume, Non-Rolling Chip drop or slot handle that is won by the casino and recorded as casino revenue. Our win and hold percentages are calculated before discounts, commissions, deferring revenue associated with our loyalty programs and allocating casino revenues related to goods and services provided to patrons on a complimentary basis. Our Rolling Chip table games are expected to produce a win percentage of 3.3% in Macao. 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 theoretical hold percentage based on smart table data was 3.6% and 3.8% for the three months ended March 31, 2026 and 2025, respectively, in Singapore. Our Non-Rolling Chip table games have produced a trailing 12-month win percentage of 23.1%, 22.8%, 21.0%, 21.6%, 14.8% and 23.1% at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao, Sands Macao and Marina Bay Sands, respectively. Our slot machines have produced a trailing 12-month hold percentage of 3.6%, 3.8%, 3.7%, 2.3%, 2.4% and 4.4% at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao, Sands Macao and Marina Bay Sands, respectively. Actual win and hold percentages may vary from our expected win percentage and the trailing 12-month win and hold percentages. Generally, slot machine play is conducted on a cash basis. In Macao and Singapore, 11.3% and 12.0%, respectively, of our table games play was conducted on a credit basis for the three months ended March 31, 2026.

Hotel revenue measurements: Performance indicators used are occupancy rate (a volume indicator), which is the average percentage of available hotel rooms occupied during a period and average daily room rate (“ADR,” a price indicator), which is the average price of occupied rooms per day. Available rooms exclude those rooms unavailable for occupancy during the period due to renovation, development or other requirements. The calculations of the occupancy rate and ADR include the impact of rooms provided on a complimentary basis. Revenue per available room (“RevPAR”) represents a summary of hotel ADR and occupancy. Because not all available rooms are occupied, ADR is normally higher than RevPAR. Reserved rooms where the guests do not show up for their stay and lose their deposit, or where guests check out early, may be re-sold to walk-in guests.

Mall revenue measurements: Occupancy, base rent per square foot and tenant sales per square foot are used as performance indicators. Occupancy represents gross leasable occupied area (“GLOA”) divided by gross leasable area (“GLA”) at the end of the reporting period. GLOA is the sum of: (1) tenant occupied space under lease and (2) tenants no longer occupying space, but paying rent. GLA does not include space currently under development or not on the market for lease. Base rent per square foot is the weighted average base or minimum rent charge in effect at the end of the reporting period for all tenants that would qualify to be included in occupancy. 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. Only tenants that have been open for a minimum of 12 months are included in the tenant sales per square foot calculation.

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Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

Operating Revenues

Our net revenues consisted of the following:

Consolidated net revenues increased due to increases of $399 million and $324 million at our Macao operations and Marina Bay Sands, respectively.

Net casino revenues increased due to increases of $343 million and $269 million at our Macao operations and Marina Bay Sands, respectively. Casino revenues at our Macao operations increased due to increased table games and slot volumes and an increase in Rolling Chip win percentages, partially offset by decreases in Non-Rolling Chip win and slot hold percentages. Casino revenues at Marina Bay Sands increased due to increased table games and slot volumes, partially offset by decreases in win and hold percentages. The following table summarizes our casino activity:

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ITEM 7. — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with, and is qualified in its entirety by, the audited consolidated financial statements and the notes thereto, and other financial information included in this Form 10-K. Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements. See “Special Note Regarding Forward-Looking Statements.”

Overview

We view each of our Integrated Resorts as an operating segment. Our operating segments in Macao consist of The Venetian Macao; The Londoner Macao; The Parisian Macao; The Plaza Macao and Four Seasons Macao; and Sands Macao. Our operating segment in Singapore is Marina Bay Sands.

During 2025, we achieved milestones in advancing several of our strategic objectives. 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.

Macao

The Macao government announced total visitation from mainland China to Macao increased approximately 18.5% during the year ended December 31, 2025, as compared to the same period in 2024. The Macao government also announced gross gaming revenue increased approximately 9.1% during the year ended December 31, 2025, as compared to the same period in 2024.

Singapore

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

The STB announced total visitation to Singapore increased from approximately 16.5 million during the year ended December 31, 2024 to approximately 16.9 million during the year ended December 31, 2025.

Summary

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.

We have a strong balance sheet and sufficient liquidity in place, including total unrestricted cash and cash equivalents of $3.84 billion as of December 31, 2025 and access to $1.50 billion, $1.71 billion and $458 million of available borrowing capacity from our 2024 LVSC Revolving Facility, 2024 SCL Revolving Facility and 2025 Singapore Revolving Facility, respectively, as of the date of this Annual Report on Form 10-K. We believe we are able to support our continuing operations, complete the major construction projects that are underway and maintain our share repurchase and dividend programs to continue to return excess capital to stockholders.

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Key Operating Revenue Measurements

Operating revenues at The Venetian Macao, The Londoner Macao, The Parisian Macao, The Plaza Macao and Four Seasons Macao and Marina Bay Sands are dependent upon the volume of customers who stay at the hotel, which affects the price charged for hotel rooms and our gaming volume. Operating revenues at Sands Macao are principally driven by the volume of gaming patrons who visit the property on a daily basis.

Management utilizes the following volume and pricing measures in order to evaluate past performance and assist in forecasting future revenues. The various volume measurements indicate our ability to attract customers to our Integrated Resorts. In casino operations, win and hold percentages indicate the amount of revenue to be expected based on volume. In hotel operations, average daily rate and revenue per available room indicate the demand for rooms and our ability to capture that demand. In mall operations, base rent per square foot indicates our ability to attract and maintain profitable tenants for our leasable space.

The following are the key measurements we use to evaluate operating revenues:

Casino revenue measurements for Macao and Singapore: Macao and Singapore table games are segregated into two groups: Rolling Chip play (composed of VIP players) and Non-Rolling Chip play (mostly non-VIP players). The volume measurement for Rolling Chip play is non-negotiable gaming chips wagered and lost. The volume measurement for Non-Rolling Chip play is table games drop (“drop”), which is net markers issued (credit instruments), cash deposited in the table drop boxes and gaming chips purchased and exchanged at the cage. Rolling Chip and Non-Rolling Chip volume measurements are not comparable as they are two distinct measures of volume. The amounts wagered and lost for Rolling Chip play are substantially higher than the amounts dropped for Non-Rolling Chip play. Slot handle, also a volume measurement, is the gross amount wagered for the period cited.

We view Rolling Chip win as a percentage of Rolling Chip volume, Non-Rolling Chip win as a percentage of drop and slot hold (amount won by the casino) as a percentage of slot handle. Win or hold percentage represents the percentage of Rolling Chip volume, Non-Rolling Chip drop or slot handle that is won by the casino and recorded as casino revenue. Our win and hold percentages are calculated before discounts, commissions, deferring revenue associated with our loyalty programs and allocating casino revenues related to goods and services provided to patrons on a complimentary basis. Our Rolling Chip table games are expected to produce a win percentage of 3.3% in Macao and 3.7% for Singapore (through June 30, 2024). 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. Actual win and hold percentages may vary from our expected win percentage and historical win and hold percentages. Generally, slot machine play is conducted on a cash basis. In Macao and Singapore, 9.4% and 12.3%, respectively, of our table games play was conducted on a credit basis for the year ended December 31, 2025.

Hotel revenue measurements: Performance indicators used are occupancy rate (a volume indicator), which is the average percentage of available hotel rooms occupied during a period, and average daily room rate (“ADR,” a price indicator), which is the average price of occupied rooms per day. Available rooms exclude those rooms unavailable for occupancy during the period due to renovation, development or other requirements. The calculations of the occupancy rate and ADR include the impact of rooms provided on a complimentary basis. Revenue per available room (“RevPAR”) represents a summary of hotel ADR and occupancy. Because not all available rooms are occupied, ADR is normally higher than RevPAR. Reserved rooms where the guests do not show up for their stay and lose their deposit, or where guests check out early, may be re-sold to walk-in guests.

Mall revenue measurements: Occupancy, base rent per square foot and tenant sales per square foot are used as performance indicators. Occupancy represents gross leasable occupied area (“GLOA”) divided by gross leasable area (“GLA”) at the end of the reporting period. GLOA is the sum of: (1) tenant occupied space under lease and (2) tenants no longer occupying space, but paying rent. GLA does not include space currently under development or not on the market for lease. Base rent per square foot is the weighted average base or minimum rent charge, excluding rent concessions, in effect at the end of the reporting period for all tenants that would qualify to be included in occupancy. Tenant sales per square foot is the sum of reported comparable sales for the trailing twelve months divided by the comparable square footage for the same period. Only tenants that have been open for a minimum of twelve months are included in the tenant sales per square foot calculation.

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Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024

Summary Financial Results

Operating Revenues

Our net revenues consisted of the following:

Consolidated net revenues increased due to increases of $1.36 billion and $360 million at Marina Bay Sands and our Macao operations, respectively.

Net casino revenues increased due to increases of $1.25 billion and $237 million at Marina Bay Sands and our Macao operations, respectively. 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. Casino revenues at our Macao operations increased due to increases in table games and slot volumes and Rolling Chip win percentage, partially offset by decreases in Non-Rolling Chip win and slot hold percentages. The following table summarizes the results of our casino activity:

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

In our experience, average win percentages remain fairly consistent when measured over extended periods of time with a significant volume of wagers, but can vary considerably within shorter time periods as a result of the statistical variances associated with games of chance in which large amounts are wagered.

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Room revenues increased due to increases of $79 million and $69 million at our Macao operations and Marina Bay Sands, respectively. Macao room revenues increased due to increases in ADR and occupancy, partially offset by a decrease in available rooms in connection with the conversion of the Sheraton towers to the Londoner Grand, which was completed in April 2025. Marina Bay Sands room revenues increased due to increases in ADR and occupancy, partially offset by a decrease in available rooms due to reduced inventory upon the phased completion of the room renovations, which concluded in May 2025.

The following table summarizes the results of our room activity:

Food and beverage revenues increased due to increases of $27 million and $10 million at Marina Bay Sands and our Macao operations, respectively. The increase at Marina Bay Sands was primarily due to increased business volumes and the opening of a new venue. 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.

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Mall revenues increased due to increases of $28 million and $18 million at our Macao operations and Marina Bay Sands, respectively. The increase at our Macao operations was driven by increases of $20 million in overage rent, $4 million in base rent and $4 million in revenues related to common area maintenance (“CAM”), and the increase at Marina Bay Sands was due to an $18 million increase in base rent.

For further information related to the financial performance of our malls, see “Additional Information Regarding our Retail Mall Operations.” The following table summarizes the results of our malls on the Cotai Strip in Macao and in Singapore:

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Note: This table excludes the results of our retail outlets at Sands Macao.

(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.

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Operating Expenses

Our operating expenses consisted of the following:

Operating expenses increased due primarily to increases of $658 million and $438 million at Marina Bay Sands and our Macao operations, respectively, and $189 million in loss on impairment of assets related to our development activities.

Casino expenses increased due to increases of $347 million and $310 million at Marina Bay Sands and our Macao operations, respectively. The increase at Marina Bay Sands was primarily attributable to an increase of $302 million in gaming taxes, consistent with increased gross gaming revenues, and an increase in gaming tax rates from 8% to 12% on premium play beginning in July 2025 (compared to the increased tax rate beginning in November 2024 in the prior year) due to the tiered tax structure in Singapore, and a $33 million increase in payroll and related expenses. The increase at our Macao operations was primarily attributable to an increase in gaming taxes of $176 million, consistent with increased gross gaming revenues, and increases of $65 million in payroll and related expenses and $37 million in casino marketing expenses.

Room expenses increased due to increases of $21 million and $18 million at Marina Bay Sands and our Macao operations, respectively. The increases were driven by higher costs associated with new and elevated suites and rooms introduced at Marina Bay Sands and the conversion of the Sheraton towers to the Londoner Grand in Macao, which concluded in April 2025.

Food and beverage expenses increased due to increases of $33 million and $17 million at Marina Bay Sands and our Macao operations, respectively. The increases were driven by increased business volumes and the opening of venues at Marina Bay Sands and our Macao operations since the second half of 2024.

The provision for credit losses increased due to increases of $53 million and $13 million at Marina Bay Sands and our Macao operations, respectively. The increase at Marina Bay Sands was due to an increase of $48 million in the provision for the current year and a $5 million decrease in collections on previously reserved accounts. The increase at our Macao operations was due to a $13 million increase in provision for the current year. The amount of this provision can vary over short periods of time because of factors specific to the patrons who owe us money from gaming activities. We believe the amount of our provision for credit losses in the future will depend upon the state of the economy, our credit standards, our risk assessments and the judgment of our employees responsible for granting credit.

General and administrative expenses increased primarily driven by increases of $35 million and $3 million at Marina Bay Sands and our Macao operations, respectively. The increase at Marina Bay Sands was due to increases of $15 million in payroll, $11 million in property taxes and $8 million in maintenance contracts, partially offset by a $13 million decrease in utilities. The increase at our Macao operations was due to increases of $8 million in maintenance contracts and $7 million in payroll, partially offset by decreases of $7 million in operating leases and $5 million in other expenses.

Corporate expenses increased primarily due to increases of $24 million in corporate branding costs driven by the NBA China Games in October 2025 and $18 million in payroll and related expenses, partially offset by a $12 million charitable contribution commitment to the University of Nevada, Las Vegas to establish the Sands Institute for Chinese Language and Culture in 2024 and

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$10 million incurred during the three months ended March 31, 2024, related to a shareholder dividend tax agreement with the Macao government, which was finalized in February 2024 and covers the years 2023 to 2025.

Pre-opening expenses represent personnel and other costs incurred prior to the opening of new ventures, which are expensed as incurred. Pre-opening expenses were $16 million and $8 million at Marina Bay Sands and our Macao operations, respectively, for the year ended December 31, 2025, primarily related to $11 million in property taxes related to the MBS Expansion Project at Marina Bay Sands and $6 million in marketing and media expenses for the Londoner Grand in Macao. Pre-opening expenses were $10 million and $4 million at Marina Bay Sands and our Macao operations, respectively, for the year ended December 31, 2024, primarily related to $6 million in property taxes related to the MBS Expansion Project, as well as the new guest rooms at Marina Bay Sands, and $2 million in payroll expenses at the Londoner Grand in Macao.

Development expenses were $269 million for the year ended December 31, 2025, compared to $228 million for the year ended December 31, 2024. During the year ended December 31, 2025, the costs were associated with our evaluation and pursuit of new business opportunities, primarily $193 million for our digital gaming related efforts and $71 million for opportunities in New York and Texas. During the year ended December 31, 2024, the costs were primarily related to $157 million for our digital gaming related efforts and $65 million for opportunities in New York and Texas. Development costs are expensed as incurred.

Depreciation and amortization increased, primarily due to increases of $119 million and $36 million at Marina Bay Sands and our Macao operations, respectively. The increase at Marina Bay Sands was primarily due to the completion of renovations that were placed into service throughout 2024 and 2025. The increase at our Macao operations was driven by $112 million in new assets placed into service throughout 2024 and 2025, mainly related to Phase II of The Londoner Macao project and the Venetian Arena, partially offset by a decrease of $81 million in depreciation due to assets fully depreciated during 2024 and throughout 2025, including Sheraton-related assets fully depreciated in connection with Phase II of The Londoner Macao project.

Loss on disposal or impairment of assets was $247 million for the year ended December 31, 2025, compared to $50 million for the year ended December 31, 2024. We had loss on impairments of $191 million for the year ended December 31, 2025. The impairments were due to: (i) our decision to not pursue a casino license from the State of New York and the state’s subsequent granting of all available licenses in December 2025; (ii) not continuing the development of certain digital gaming activities; and (iii) certain activities associated with initiatives in Texas. In addition, loss on disposal of assets for the year ended December 31, 2025 was $56 million, primarily related to the write-off of $29 million in design costs for an expansion project at The Venetian Macao, $10 million in demolition and asset disposal costs related to renovations at the Londoner Macao and $6 million in asset disposals related to an aircraft remodel. Loss on disposal of assets incurred for the year ended December 31, 2024, was primarily due to a $32 million loss at our Macao operations, including $24 million in demolition costs, primarily related to the upgrade of the Venetian Arena and Phase II of The Londoner Macao, a $9 million loss in Singapore, including $7 million in demolition costs related to room renovations at Marina Bay Sands, and a $9 million loss at corporate, primarily due to the sale of an aircraft.

Segment Adjusted Property EBITDA

The following table summarizes information related to our segments (see “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 19 — Segment Information” for discussion of our operating segments):

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(1)Consolidated adjusted property EBITDA, which is a non-GAAP financial measure, is used by management as the primary measure of the operating performance of our segments. Consolidated adjusted property EBITDA is net income (loss) before stock-based compensation

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expense, corporate expense, pre-opening expense, development expense, depreciation and amortization, amortization of leasehold interests in land, gain or loss on disposal or impairment of assets, interest, other income or expense, gain or loss on modification or early retirement of debt and income taxes. Consolidated adjusted property EBITDA is a supplemental non-GAAP financial measure used by management, as well as industry analysts, to evaluate operations and operating performance. In particular, management utilizes consolidated adjusted property EBITDA to compare the operating profitability of our operations with those of our competitors, as well as a basis for determining certain incentive compensation. Integrated Resort companies, including LVSC, have historically reported adjusted property EBITDA as a supplemental performance measure to GAAP financial measures. In order to view the operations of their properties on a more stand-alone basis, Integrated Resort companies, including LVSC, have historically excluded certain expenses that do not relate to the management of specific properties, such as pre-opening expense, development expense and corporate expense, from their adjusted property EBITDA calculations. Consolidated adjusted property EBITDA should not be interpreted as an alternative to income from operations (as an indicator of operating performance) or to cash flows from operations (as a measure of liquidity), in each case, as determined in accordance with GAAP. We have significant uses of cash flow, including capital expenditures, dividend payments, interest payments, debt principal repayments, share repurchases and income taxes, which are not reflected in consolidated adjusted property EBITDA. Not all companies calculate adjusted property EBITDA in the same manner. As a result, our presentation of consolidated adjusted property EBITDA may not be directly comparable to similarly titled measures presented by other companies.

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a)During the years ended December 31, 2025 and 2024, the Company recorded stock-based compensation expense of $71 million and $78 million, respectively, of which $47 million and $51 million, respectively, was included in corporate expense in “Part II — Item 8 — Financial Statements and Supplementary Data — Consolidated Statements of Operations.”

Adjusted property EBITDA at our Macao operations decreased $17 million compared to the year ended December 31, 2024. While revenues and our market share of gross gaming revenues in Macao increased, we incurred higher sales and marketing costs to attract patrons to our properties and increased payroll costs due to the competitive environment in Macao, resulting in an overall decrease in adjusted property EBITDA.

Adjusted property EBITDA at Marina Bay Sands increased $870 million compared to the year ended December 31, 2024. The increase was primarily due to an increase in our casino operations, driven by overall increase in win and hold percentages and table games and slot volumes. Additionally, hotel operations increased, driven by the introduction of new suites, rooms and other amenities.

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Interest Expense

The following table summarizes information related to interest expense:

Interest cost was primarily impacted by an increase in the weighted average total debt balance from $14.17 billion to $15.40 billion, partially offset by a decrease in the weighted average interest rate from 5.0% to 4.7%. The weighted average total debt balance increased primarily due to the issuance of the LVSC senior notes in May 2025, and from the 2025 Singapore Credit Facility, which proceeds were used to repay the $500 million 2.900% LVSC Senior Notes due June 25, 2025 and to fund our share repurchases and the payment due to the Singapore government, pursuant to the Second Supplemental Agreement, related to the Additional Gaming Area. The weighted average interest rate decreased primarily due to lower interest rates on the 2025 Singapore Credit Facility and the 2024 SCL Term Loan Facility, partially offset by higher rates on the LVSC senior notes issued in May 2025. We also recorded $30 million in imputed interest expense on the Macao Concession financial liability in 2025 and 2024 (see “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 8 —Goodwill and Intangible Assets, Net”).

Other Factors Affecting Earnings

Interest income was $161 million for the year ended December 31, 2025, compared to $275 million for the year ended December 31, 2024, a decrease of $114 million, which was primarily attributable to a decrease in cash available to invest due to share repurchases, dividend payments and development-related spend in the last twelve months. Additionally, interest income decreased $16 million due to a lower interest rate on the seller financing loan in connection with the sale of the Las Vegas real property and operations.

Other expense was $15 million for the year ended December 31, 2025, compared to other income of $10 million for the year ended December 31, 2024. Other expense for the year ended December 31, 2025, was primarily attributable to foreign currency transaction losses related to the early redemption of the remaining balance of the 5.125% SCL Senior Notes due August 8, 2025 of $1.63 billion, foreign currency transaction losses driven by the U.S. dollar-denominated debt held by SCL and a debt investment impairment loss.

Our income tax expense was $347 million on income before income taxes of $2.21 billion for the year ended December 31, 2025, resulting in a 15.7% effective income tax rate. This compares to a 10.6% effective income tax rate for the year ended December 31, 2024. The income tax expense for the year ended December 31, 2025, reflects a 17% statutory tax rate on our Singapore operations, a 21% corporate income tax rate on our U.S. operations and a zero percent rate on our Macao gaming operations due to our income tax exemption in Macao. The income tax expense for the year ended December 31, 2024, reflects an income tax benefit of $57 million related to the reversal of the anticipated Macao shareholder dividend tax previously recorded due to the shareholder dividend tax agreement entered into with the Macao government in February 2024, which covered the years from 2023 through 2025.

The net income attributable to our noncontrolling interests was $239 million for the year ended December 31, 2025, compared to $306 million for the year ended December 31, 2024. These amounts were related to the noncontrolling interest of SCL. The decrease of $67 million was primarily due to a decrease in the net income of SCL for the year ended December 31, 2025, and the purchase of additional shares of SCL common stock by us during the year ended December 31, 2025, which resulted in our ownership of SCL having increased from 72.13% as of December 31, 2024 to 74.80% as of December 31, 2025.

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Additional Information Regarding our Retail Mall Operations

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.

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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.

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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.

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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.

Dividends

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.

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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 million at 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,

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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.

Restrictions on Distributions

We are a parent company with limited business operations. Our main asset is the stock and ownership interests of our subsidiaries. Certain of our debt instruments contain restrictions that, among other things, limit the ability of certain subsidiaries to incur additional indebtedness, issue disqualified stock or equity interests, pay dividends or make other distributions, repurchase equity interests or certain indebtedness, create certain liens, enter into certain transactions with affiliates, enter into certain mergers or consolidations or sell certain of our assets without prior approval of the lenders or noteholders.

Under the Concession, although not a restriction, we have to provide a five-day prior notification to the Macao government for any major financial decisions exceeding 10% of the share capital of VML.

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Special Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include the discussions of our business strategies and expectations concerning future operations, margins, profitability, liquidity and capital resources. In addition, in certain portions included in this Annual Report on Form 10-K, the words: “anticipates,” “believes,” “continues,” “estimates,” “expects,” “intends,” “may,” “plans,” “positions,” “remains,” “seeks,” “will,” “would,” and similar expressions, as they relate to our Company or management, are intended to identify forward-looking statements. Although we believe these forward-looking statements are reasonable, we cannot assure you any forward-looking statements will prove to be correct. These statements represent our expectations, beliefs, intentions or strategies concerning future events that, by their nature, involve known and unknown risks, uncertainties and other factors beyond our control, which may cause our actual results, performance, achievements or other expectations to be materially different from any future results, performance, achievements or other expectations expressed or implied by these forward-looking statements. These factors include, but are not limited to, the risks associated with:

•Our business is particularly sensitive to reductions in discretionary consumer and corporate spending as a result of downturns in the economy;

•Natural or man-made disasters, an outbreak of highly infectious or contagious disease, political instability, civil unrest, terrorist activity or war could materially adversely affect the number of visitors to our facilities and disrupt our operations;

•Our business is sensitive to the willingness of our customers to travel;

•We are subject to extensive regulations that govern our operations in any jurisdiction where we operate;

•Certain local gaming laws apply to our gaming activities and associations in jurisdictions where we operate or plan to operate;

•We depend primarily on our properties in two markets for all of our cash flow, and because we are a parent company, our primary source of cash is and will be distributions from our subsidiaries;

•Our debt instruments, current debt service obligations and substantial indebtedness may restrict our current and future operations;

•We are subject to fluctuations in foreign currency exchange rates;

•We extend credit to a portion of our patrons, and we may not be able to collect gaming receivables from our credit patrons;

•Win rates for our gaming operations depend on a variety of factors, some beyond our control, and the winnings of our gaming patrons could exceed our casino winnings;

•We face the risk of fraud and cheating;

•Our operations face significant competition, which may increase in the future;

•Our attempts to expand our business into new markets and new ventures, including through acquisitions or strategic transactions, may not be successful;

•Our loan receivable is subject to certain risks, which could materially adversely affect our financial position, results of operations and cash flows;

•There are significant risks associated with our current and planned construction projects;

•Our Macao Concession and Singapore development agreements and casino license can be terminated or redeemed under certain circumstances without compensation to us;

•The number of visitors to our Integrated Resorts, particularly visitors from mainland China, may decline or travel may be disrupted;

•The Macao and Singapore governments could grant additional rights to conduct gaming in the future and increase competition we face;

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•Conducting business in Macao and Singapore has certain political and economic risks;

•Our tax arrangements with the Macao government may not be extended on terms favorable to us or at all beyond their expiration dates;

•We are subject to limitations on the transfers of cash to and from our subsidiaries, limitations of the pataca and HKD exchange markets and restrictions on the export of the Renminbi;

•Our business, financial condition and results of operations and/or the value of our securities or our ability to offer or continue to offer securities to investors may be materially and adversely affected to the extent the laws and regulations of mainland China become applicable to our operations in Macao and Hong Kong or economic, political and legal developments in Macao adversely affect our Macao operations;

•The interests of our principal stockholders in our business may be different from yours;

•Conflicts of interest may arise because certain of our directors and officers are also directors of SCL;

•We depend on the continued services of key personnel;

•We compete for limited management and labor resources in Macao and Singapore, and policies of those governments may also affect our ability to employ imported managers or labor;

•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 business;

•We may fail to establish and protect our IP rights and could be subject to claims of IP infringement;

•The licensing of our trademarks to third parties could result in reputational harm for us;

•Our insurance coverage may not be adequate to cover all possible losses that our properties could suffer, and our insurance costs may increase in the future;

•We are subject to changes in tax laws and regulations;

•We could be negatively impacted by environmental, social and governance and sustainability matters; and

•Other risks and uncertainties detailed in Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q filed by the Company with the SEC.

All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date such statement is made. The Company assumes no obligation to update any forward-looking statements, except as required by federal securities laws.

Investors and others should note we announce material financial information using our investor relations website (https://investor.sands.com), our company website, SEC filings, investor events, news and earnings releases, public conference calls and webcasts. We use these channels to communicate with our investors and the public about our company, our products and services, and other issues.

In addition, we post certain information regarding SCL, a subsidiary of LVSC with ordinary shares listed on The Stock Exchange of Hong Kong Limited, from time to time on our company website and our investor relations website. It is possible the information we post regarding SCL could be deemed to be material information.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information currently available to us and on various other assumptions management believes to be reasonable under the circumstances. Actual results could vary from those estimates, and we may change our estimates and assumptions in future evaluations. Changes in these estimates and assumptions may have a material effect on our results of operations and financial condition. We believe the critical accounting policies and estimates discussed below affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

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Provision for Expected Credit Losses

We maintain a provision for expected credit losses on casino, hotel and mall receivables and regularly evaluate the balances. We apply standard reserve percentages to aged account balances, which are grouped based on shared credit risk characteristics and days past due. The reserve percentages are based on estimated loss rates supported by historical observed default rates over the expected life of the receivable and are adjusted for forward-looking information. We also specifically analyze the collectability of each account with a balance over a specified dollar amount, based upon the age of the account, the customer’s financial condition, collection history and any other known information and adjust the aforementioned reserve with the results from the individual reserve analysis. We also monitor regional and global economic conditions and forecasts in our evaluation of the adequacy of the recorded reserves.

Account balances are written off against the provision when we believe it is probable the receivable will not be recovered. Credit or marker play was 9.4% and 12.3% of table games play at our Macao properties and Marina Bay Sands, respectively, during the year ended December 31, 2025. Our provision for casino credit losses was 26.4% and 39.0% of gross casino receivables as of December 31, 2025 and 2024, respectively. Our provision for credit losses from our hotel and other receivables was not material.

Litigation Accrual

We are subject to various claims and legal actions. We estimate the accruals for these claims and legal actions based on all relevant facts and circumstances currently available and include such accruals in other accrued liabilities in the consolidated balance sheets when it is determined such contingencies are both probable and reasonably estimable.

Property and Equipment

As of December 31, 2025, we had net property and equipment of $11.67 billion, representing 53.3% of our total assets. We depreciate property and equipment on a straight-line basis over their estimated useful lives. The estimated useful lives are based on the nature of the assets as well as current operating strategy and legal considerations, such as contractual life. Future events, such as property expansions, property developments, new competition or new regulations, could result in a change in the manner in which we use certain assets requiring a change in the estimated useful lives of such assets. The estimated useful lives of assets are periodically reviewed and adjusted as necessary on a prospective basis.

For assets to be held and used (including projects under development), fixed assets are reviewed for impairment whenever indicators of impairment exist. If an indicator of impairment exists, we first group our assets with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (the “asset group”). Secondly, we estimate the undiscounted future cash flows directly associated with and expected to arise from the completion, use and eventual disposition of such asset group. We estimate the undiscounted cash flows over the remaining useful life of the primary asset within the asset group. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then an impairment is measured based on fair value compared to carrying value, with fair value typically based on a discounted cash flow model. If an asset is still under development, future cash flows include remaining construction costs.

To estimate the undiscounted cash flows of our asset groups, we consider all potential cash flows scenarios, which are probability weighted based on management’s estimates given current conditions. Determining the recoverability of our asset groups is judgmental in nature and requires the use of significant estimates and assumptions, including estimated cash flows, probability weighting of potential scenarios, costs to complete construction for assets under development, growth rates and future market conditions, among others. Future changes to our estimates and assumptions based upon changes in macro-economic factors, regulatory environments, operating results or management’s intentions may result in future changes to the recoverability of our asset groups.

Gaming Assets under the Macao Concession

As we continue to operate the Gaming Assets, as defined in “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 6 — Property and Equipment, Net,” in the same manner as under the previous subconcession, obtain substantially all of the economic benefits and bear all of the risks arising from the use of these assets, as well as assume VML will be successful in being awarded a new concession upon expiry of the current concession, we continue to recognize these Gaming Assets as property and equipment over their remaining estimated useful lives.

Income Taxes

We are subject to income taxes in the U.S. (including federal and state) and numerous foreign jurisdictions in which we operate. We record income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards.

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Our foreign and U.S. tax rate differential reflects the fact that U.S. tax rates are higher than the statutory tax rates in Singapore and Macao of 17% and 12%, respectively. In February 2024, we received an exemption from Macao’s corporate income tax on profits generated by the operation of casino games of chance for the period from January 1, 2023 through December 31, 2027.

Accounting standards regarding income taxes require a reduction of the carrying amounts of deferred tax assets by a valuation allowance if it is “more-likely-than-not” such assets will not be realized based on the available evidence. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a “more-likely-than-not” realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, our experience with operating loss and tax credit carryforwards not expiring and tax planning strategies.

We recorded a valuation allowance on the net deferred tax assets of certain foreign jurisdictions of $242 million and $314 million as of December 31, 2025 and 2024, respectively, and a valuation allowance on foreign tax credit carryforwards, interest expense carryforward, and other U.S. deferred tax assets of $1.69 billion and $2.46 billion as of December 31, 2025 and 2024, respectively. Management will reassess the realization of deferred tax assets at each reporting period and consider the scheduled reversal of deferred tax liabilities, sources of taxable income and tax planning strategies. To the extent the financial results of these operations improve and it becomes “more-likely-than-not” the deferred tax assets are realizable, we will be able to reduce the valuation allowance in the period such determination is made, as appropriate.

Significant judgment is required in evaluating our tax positions and determining our provision for income taxes. During the ordinary course of business, there are many transactions for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provide a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is “more-likely-than-not” the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely, based solely on the technical merits of being sustained on examination. We recorded unrecognized tax benefits and related interest and penalties of $157 million and $148 million as of December 31, 2025 and 2024, respectively. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and for which actual outcomes may be different.

Our major tax jurisdictions are the U.S., Macao, and Singapore. We could be subject to examination for tax years beginning in 2021 in Macao and Singapore and tax years 2010 through 2015 and 2020 through 2024 in the U.S.

Recent Accounting Pronouncements

See related disclosure at “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 2 — Summary of Significant Accounting Policies — Recent Accounting Pronouncements.”