LVS 10-K & 10-Q changes, risk factors and insider trading

•We depend on the continued services of key officers.personnel.

•Because we own real property, we are subject to extensive environmental regulation.

So-called “Acts of God,” such as typhoons and rainstorms, particularly in Macao, and other natural disasters, man-made disasters, outbreaks of highly infectious or contagious diseases, political instability, civil unrest, terrorist activity or war may result, and in the past, have resulted, in decreases in travel to and from, and economic activity in, areas in which we operate, and may adversely affect, and in the past, has adversely affected, the number of visitors to our properties. We also face potential risks associated with the physical effects of climate change, which may include more frequent or severe storms, typhoons, flooding, extreme or prolonged heat,heat and rising sea levels and shortages of water.levels. To the extent climate change causes additional changes in weather patterns, all our properties could be subject to increased precipitation levels, coastal and river flooding and heat stress, and our properties along the coast in Macao could be subject to an increase in the number and severity of typhoons and coastal and river flooding could cause damage to these properties, and all our properties could be subject to increased precipitation levels and heat stress.typhoons. Any of these events may disrupt our ability to staff our business adequately, could generally disrupt our operations, and could have a material adverse effect on our business, financial condition, results of operations and cash flows. Although we have insurance coverage with respect to some of these events, we cannot assure you any such coverage will provide any coverage or be sufficient to indemnify us fully against all direct and indirect costs, including any loss of business that could result from substantial damage to, or partial or complete destruction of, any of our properties.

Additionally, because we are a parent company with limited business operations of our own, our main asset is the capital stock of our subsidiaries. We conduct most of our business operations through our direct and indirect subsidiaries. Accordingly, our primary sources of cash are dividends and distributions with respect to our ownership interests in our subsidiaries derived from the earnings and cash flow generated by our operating properties. Our subsidiaries'subsidiaries’ payments to us will be contingent upon their earnings and upon other business considerations, which may be impacted by the factors described above. For example, due to the impact of the COVID-19 pandemic, we suspended our quarterly dividend program between April 2020 and July 2023, resuming dividend payments in August 2023, and SCL suspended its dividend payments beginning in February 2020.2020, resuming dividend payments in June 2025.

During the year ended December 31, 2024,2025, approximately 9.5%9.4% and 10.8%12.3% of our table games dropplay at our Macao properties and Marina Bay Sands, respectively, was from credit-based wagering. We extend credit to those patrons whose level of play and financial resources warrant, in the opinion of management, an extension of credit. These large receivables could have a significant impact on our results of operations if deemed uncollectible.

While gaming debts are evidenced by a credit instrument, including what is commonly referred to as a “marker,” certain jurisdictions around the world, including jurisdictions our gaming patrons may come from, may determine, or have determined, enforcement of gaming debts is against public policy. Although courts of some foreign nations will enforce gaming debts directly and the assets in the U.SU.S. and elsewhere of foreign debtors may be reached to satisfy a judgment, judgments on gaming debts from courts in the U.S. and elsewhere are not binding in the courts of many foreign nations.

The hotel, resort and casino businesses in Macao and Singapore are highly competitive. Our Macao properties compete with numerous other casinos located within Macao. Additional Macao facilities announced by our competitors and the increasing capacity of hotel rooms in Macao could add to the competitive dynamic of the market. While we make strategic changes and take steps from time to time to maintain or improve our market share in Macao, including making changes to the incentives that we provide to certain of our patrons, there can be no assurances that these efforts will be successful.

Our Macao and Singapore operations will also compete with casinos located elsewhere in Asia, including South Korea, Malaysia, Philippines, Australia, CambodiaCambodia, Vietnam and elsewhere in the world, including Las Vegas, as well as online gaming and cruise ships that offer gaming. Our operations also face increased competition from new developments in Malaysia, AustraliaAustralia, South Korea and South Korea.Vietnam. In addition, certain countriescountries, such as Japan, have legalized,legalized andcasino othersgaming, while others, such as Thailand, may in the future legalize,legalize casino gaming, including Japan, Thailand and Vietnam.gaming.

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

We may opportunistically seek to expand our business through, among other things, expansion into new geographies or new ventures complementary to our current operations. These attempts to expand our business could increase the complexity of our business, require significant levels of investment and strain our management, personnel, operations and systems. In addition, our attempts to expand into new geographies could pose additional challenges given our limited operational experience in other jurisdictions. In order to facilitate such expansion, we may engage in strategic and complementary acquisitions and other transactions or investments involving other Integrated Resorts, hospitality or gaming brands, businesses, properties or other assets, either on our own or in partnership with others. These items are subject to challenges and risks that could affect our business, including: our incurrence of significant transaction costs in connection with a pending transaction or investment, regardless of whether it is completed; the restrictions on and obligations with respect to our business that may exist in connection with the pending transaction or investment; fluctuations in our market value, including the depreciation in our market value if the pending transaction or investment is not completed or the failure of the transaction or investment, even if completed, to increase our market value; the significant expansion in legalized forms of internet gaming and online sports betting; and failure to integrate acquired businesses successfully or achieve the anticipated benefits or synergies of the transaction. There is litigation associated with our right to lease the underlying land of the Nassau County Coliseum from the County of Nassau in the State of New York and there can be no assurance as to the positive outcome of such litigation. See “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 1615 — Leases” for a further description of this litigation. In addition, there is no assurance we will be able to obtain a casino license from the State of New York. There can be no assurance that our business expansion efforts will develop as anticipated or that we will succeed, and if we do not, we may be unable to recover our investments, which could adversely impact our business, financial condition and results of operations.

Our development projects and any other construction projects we undertake will entail significant risks. Construction activity requires us to obtain qualified contractors and subcontractors, the availability of which may be uncertain. Construction projects are subject to cost overruns and delays caused by events outside of our control or, in certain cases, our contractors'contractors’ control, such as shortages of materials or skilled labor, unforeseen engineering, environmental and/or geological problems, work stoppages, weather interference, unanticipated cost increases and unavailability of construction materials or equipment. Construction, equipment or staffing problems or difficulties in obtaining any of the requisite materials, licenses, permits, allocations and authorizations from governmental or regulatory authorities could increase the total cost, delay, jeopardize, prevent the construction or opening of our projects, or otherwise affect the design and features. As development and construction projects develop, we could also make decisions that result in increases to the expected costs and timelines for completion of our projects. Construction contractors or counterparties for our current projects may be required to bear certain cost overruns for which they are contractually liable, and if such counterparties are unable to meet their obligations, we may incur increased costs for such developments. For example, with respect to the development in Singapore pursuant to the Second Development Agreement, our current estimate is that construction will be complete by June 20302030, with an anticipated opening date in January 2031,2031; however, any extension of the completion date beyond the July 8, 2029 deadline is subject to the approval of the Singapore government. In addition, the number of ongoing projects and their locations throughout the world present unique challenges and risks to our management structure. If our management is unable to manage successfully our worldwide construction projects, it could have a material adverse effect on our financial condition, results of operations and cash flows.

The Macao government has the right to unilaterally terminate our Concession in the event of VML'sVML’s serious non-compliance with its basic obligations under the Concession and applicable Macao laws. Upon termination of our Concession, the casinos and gaming-related equipment, for which use has been temporarily transferred by the Macao government to VML, would automatically be transferred back to the Macao government without compensation to us and we would cease to generate any revenues from these operations. The loss of our Concession would prohibit us from conducting gaming operations in Macao, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. Additionally, beginning on January 1, 2029, the Macao government has the option to redeem the Concession by providing us at least one-year advance notice.notice, beginning on January 1, 2029. In the event the Macao government exercises this redemption right, we are entitled to fair compensation or indemnity. However, the compensation paid may not be adequate to compensate us for the loss of future revenues.

Under the casino regulatory framework in Singapore, our casino license may be terminated in the event of Marina Bay Sands'Sands’ serious non-compliance with its obligations under the casino regulations or our casino license conditions, and the development agreements between Marina Bay Sands and the STB contain events of default that could permit the STB to terminate the agreement without compensation to us. If the development agreements are terminated, we could lose our right to operate Marina Bay SandsSands, and our investment in Marina Bay Sands could be lost. Additionally, under the terms of our development agreements with the STB, either or both the casino concession and the casino license may be terminated on public interest grounds, in which case, we are entitled to fair compensation. However, the compensation paid may not be adequate to compensate us for the loss of future revenues.

Additionally, we entered into a shareholder dividend tax agreement with the Macao government in February 2024, effective for the period from January 1, 2023 through December 31, 2025, providingwhich provided for an annual payment as a substitution for a 12% tax otherwise due from VML shareholders on dividend distributions paid from VML gaming profits. On January 19, 2026, we requested this tax agreement to be extended through December 31, 2027. There is no certainty either of these tax arrangements will be extended beyond their expiration dates.

The ability of subsidiaries to make distributions to us depends on the earnings and 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, the laws and regulations currently and in the future applicable to our subsidiaries and restrictions in connection with their contractual arrangements. While currently there is no foreign exchange or capital control restriction applicable to transactions between us and our Singapore, Macao and Hong Kong subsidiaries, we cannot assure you that this will continue to be the case in the future. In addition, the mainland Chinese government also imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China by our subsidiaries incorporated in mainland China. If, in the future, foreign exchange or capital control restrictions were to be imposed and become applicable to us, such restrictions could potentially reduce the amounts that we would be able to receive from our Singapore, Macao and Hong Kong subsidiaries. We do not expect withholding taxes or other foreign income taxes to apply should repatriated earnings be distributed in the form of dividends or otherwise.

Our operations face risks and uncertainties associated with evolving Chinese laws and regulations, such as those associated with the extent to which the level of Chinese government involvement, control of capital inflows and outflows, control of foreign exchange and allocation of resources currently applicable within mainland China may become applicable to us and other risks and uncertainties as to whether and how recent Chinese government statements and regulatory developments, such as those relating to data and cyberspace security and anti-monopoly, could result in a material change in our operations and/or the value of our securities or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors, cause the value of such securities to significantly decline or be worthless and affect our ability to list securities on a U.S. or other foreign exchange. If, in the future, there were to be a significant change in the manner in which the Chinese government exercises direct or indirect oversight, discretion or control over businesses operated in Macao, mainland China and Hong Kong, including the current interpretation and application of existing Chinese laws and regulations on how the Chinese government exercises direct or indirect oversight, discretion or control over businesses operated in Macao, mainland China and Hong Kong, it could potentially result in our Macao Operations being materially adversely affected and it could potentially adversely affect our results of operations, financial position and cash flows. In addition, the Chinese government has recently adopted new rules to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers.

There may be risks and uncertainties associated with the evolving laws and regulations in China, including their interpretation and implementation with respect to the enforcement of laws, rules and regulations and the possibility of changes thereto with little advance notice. If, in the future, there were to be any significant governmental influence on, or in relation to our business or operations, or significant control over offerings of our securities or foreign investment in China-based issuers, this could potentially significantly limit or completely hinder our ability to offer or continue to offer securities to investors, cause the value of our securities to significantly decline or be worthless and affect our ability to list securities on a U.S. or other foreign exchange. For example, on August 20, 2021, the Standing Committee of the National People'sPeople’s Congress (“SCNPC”) promulgated the Personal Information Protection Law of the PRC (“PIPL”), which became effective on November 1, 2021. As the first systematic and comprehensive law specifically for the protection of personal information in the PRC, the PIPL provides extraterritorial effect on the personal information processing activities.activities where certain conditions apply. Since some of our data processing activities outside mainland China from our Macao Operations relate to the offering of goods or services directed at natural persons in mainland China, our businesses from our Macao Operations operated outside mainland China arecould potentially be subject to the requirements of PIPL. However, the implementation rules to the extraterritorial jurisdiction of the PIPL have not been finalized yet, and it remains unclear how the Chinese government will enforce such law.law Ifextraterritorially theremain extraterritorialunclear. jurisdiction under the PIPL were to be extended to us,While our Macao Operationsoperations wouldhave beimplemented subjectcertain measures to certaincomply datawith privacythe obligations,cyber which could potentially result in a material change to our operations. These dataand privacy obligations wouldcontemplated primarilyin includePIPL bearingand related laws, regulations and measures, to the responsibility for our personal information processing activities, and adopting the necessary measures to safeguard the security of the personal information we process in compliance with the standards required under the PIPL, the failure of which may result in us being ordered to correct or suspend or terminate the provision of services, confiscation of illegal income, fines or other penalties. Specifically, if the PIPL were to become applicable to us, we would be required to (i) notify the individuals concerned of the processing of their personal information in detail and establish legal bases for such processing; (ii) improve internal data governance by implementing managerial and technical security measures and response plans for security incidents; (iii) designate a person in charge of personal information protection where we qualify as a “quantity processor” (to be defined by the CAC); (iv) establish a special agency or designate a representative within the territory of the PRC to be responsible for handling matters relating to personal information protection; (v) establish and make public the procedure for individuals to exercise their rights related to personal information; (vi) conduct an impact assessment on personal information protection before any high-risk processing activities; (vii) conclude an agreement with such vendor and supervise its processing where we entrust processing of personal information to any vendor; and (viii) meet one of the conditions prescribed by the PIPL where we transfer personal information outside the territory of the PRC due to business or other needs. In addition, under the PIPL, where an overseas organization or individual engages in personal information processing activitiesextent that infringe upon the personal information rights and interests of PRC citizens or endangering the national security and public interests of the PRC, the CAC may include such organization or individual in the list of subjects to whom provision of personal information is restricted or prohibited, announce the same, and take measures such as restricting or prohibiting provision of personal information to such organization or individual. Moreover, if the recent Chinese regulatory actions on data security or other data-related laws and regulations were to become applicable to us in the future, wethey could become subject to certain cybersecurity and data privacy obligations, which could potentially result in a material changeapply to our operations, andthere are still uncertainties in relation to the failureimplementation and enforcement of the extraterritorial application of PIPL and related laws and regulations, with respect to meetcross-border suchdata obligations could result in penaltiestransfers and othercyber regulatoryincident actionsreporting against us and may materially and adversely affect our business and results of operations.requirements.

RecentOther events also indicate greater oversight by the CAC over data security, particularly for companies with Chinese operations seeking to list on a foreign exchange. For example, the Measures for Cybersecurity Review (“Review Measures”) issued by the CAC came into effect on February 15, 2022. The Review Measures provide that, in addition to critical information infrastructure operators (“CIIOs”) that intend to purchase network products or services, online platform operators engaging in data processing activities that affect or may affect national security shall also be subject to cybersecurity review. The Review Measures require that an online platform operator which possesses the personal information of at least one million users must apply for a cybersecurity review by the CAC if it intends to be listed in foreign countries. The Review Measures do not provide for a definition of “online platform operator” and, therefore, we cannot assure you that our Macao Operations will not be deemed as an “online platform operator.” However, as of the date of this report, our subsidiaries incorporated in mainland China do not have over one million users’ personal information and do not anticipate that they will be collecting over one million users’ personal information in the foreseeable future, and on that basis we believe we are not required to apply for cybersecurity review by the CAC, even if we are deemed as an “online platform operator.” The Review Measures are not enacted in accordance with the PIPL, so our obligation to apply for cybersecurity review will not change no matter whether the PIPL applies to us or not. Further, we have not received any notice from any authorities identifying any of our subsidiaries as a CIIO or requiring them to undertake a cybersecurity review by the CAC. While we believe our subsidiaries are not required to apply for cybersecurity review, the Review Measures provide CAC and relevant authorities certain discretion to initiate cybersecurity review where any network product or service or any data handling activity is considered to affect or may affect national security, which may lead to uncertainties in relation to the Review Measures’ impact on our operations or the offering of our securities.

As advised by our PRC legal advisers, Haiwen & Partners, SCL is currently not required to obtain any permission or approval from the CSRC, CAC or any other mainland Chinese governmental authority to operate its business or to issue securities to foreign investors, other than those related to its two subsidiaries incorporated in mainland China that only provide back-office support. SCL has received all requisite permissions and approvals for its back-office supporting functions located in mainland China, primarily being the standard business licenses issued by the relevant authorities in mainland China, and it has never been denied such permissions and approvals. If SCL does not receive or maintain such permissions or approvals in relation to such back-office support functions, we do not expect there will be any material adverse impact on the business, financial condition and results of our Macao Operations. However, in the event that we have inadvertently concluded that such permissions or approvals are not required or if, in the future, applicable laws, regulations or interpretations were to change and require SCL to obtain such permissions or approvals, the failure to obtain such permissions or approvals could potentially result in penalties and other regulatory actions against SCL and may materially and adversely affect our business and results of operations.

Dr. Miriam Adelson, her family members and trusts and other entities established for the benefit of Dr. Adelson'sAdelson’s family members (collectivelycollectively, our “Principal Stockholders”) beneficially owned approximately 54%57% of our outstanding common stock as of December 31, 2024.2025. Accordingly, our Principal Stockholders exercise significant influence over our business policies and affairs, including the composition of our Board of Directors and any action requiring the approval of our stockholders, including the adoption of amendments to our articles of incorporation and the approval of a merger or sale of substantially all of our assets. The concentration of ownership may also delay, defer or even prevent a change in control of our company and may make some transactions more difficult or impossible without the support of our Principal Stockholders. The interests of our Principal Stockholders may differ from your interests.

In November 2009, our subsidiary, SCL, listed its ordinary shares on The Main Board of The Stock Exchange of Hong Kong Limited (the “SCL Offering”). As of the date of this filing, weWe currently own 72.29%74.80% of the issued and outstanding ordinary shares of SCL. As a result of SCL having stockholders who are not affiliated with us, we and certain of our officers and directors who also serve as officers and/or directors of SCL may have conflicting fiduciary obligations to our stockholders and to the minority stockholders of SCL. Decisions that could have different implications for us and SCL, including contractual arrangements we have entered into or may in the future enter into with SCL, may give rise to the appearance of a potential conflict of interest.

We depend on the continued services of key officers.personnel.

Our success depends in large part upon our ability to attract, retain, train, manage and motivate skilled managers and employees at our properties. There is significant competition in Macao and Singapore for managers and employees with the skills required to perform the services we offer and competition for these individuals is likely to continue. The Macao government requires we only hire Macao residents in our casinos for certain employee roles, including roles such as dealers. In addition, we are required in Macao to obtain visas and work permits for managers and employees we seek to employ from other countries. There is significant competition in Macao and Singapore for managers and employees with the skills required to perform the services we offer and competition for these individuals is likely to continue.

WeFrom may havetime to time, we recruit managers and employees from other countries to adequately staff and manage our propertiesproperties, and certain Macao and Singapore government policies affect our ability to hire non-resident managers and employees in certain job classifications. Despite our coordination with the Macao and Singapore labor and immigration authorities to ensure our management and labor needs are satisfied, we may not be able to recruit and retain a sufficient number of qualified managers or employees for our operations or the Macao and Singapore labor and immigration authorities may not grant us the necessary visas or work permits.

Our business requires the collection and retention of large volumes of data and non-electronic information, including credit card numbers, dates of birth and other personal sensitive or financial information in various information systems we maintain and in those maintained by third parties with whom we contract and may share data. We also maintain internal information about our employees and vendors and information relating to our operations. The integrity and protection of that information are important to us. Our collection of such information is subject to extensive private and governmental regulation.

Privacy and cybersecurity laws and regulations are developing anddeveloping, changing frequentlyfrequently, and vary significantly by jurisdiction. We may incur significant costs in our efforts to comply with the various applicable privacy and cybersecurity laws and regulations as they emerge and change. Compliance with applicable privacy laws and regulations also may adversely impact our ability to market our products, properties, and services to our guests and patrons. Non-compliance by us, or potentially by third parties with which we share information, with any applicable privacy and cybersecurity law or regulation,regulation or a cyber breach, including accidental loss, inadvertent disclosure, unauthorized access or dissemination, or breach of security may result in damage to our reputation and could subject us to fines, penalties, required corrective actions, lawsuits, payment of damages, or restrictions on our use or transfer of data.

Our information systems and records, including those we maintain with third-party service providers, may be subject to cyber-attacks and information security breaches. We have experienced a sophisticated criminal cybersecurity attack in the past and in the future we may experience with more frequency global cybersecurity and information security threats,threats with more frequency and severity, which may range from uncoordinated individual attempts to sophisticated and targeted measures directed at us. There has been an increase in criminal cybersecurity attacks against companies, including companies in our industry, where customer and company information has been compromised and company data has been destroyed.destroyed Ouror informationmade systems and records, including those we maintain with third-party service providers, may be subject to cyber-attacks and information security breaches.inaccessible. Cyber-attacks and information security breaches may includeinvolve attemptsunauthorized access to access information, computer malware such as viruses, denial of service,service attacks, ransomware attacksevents that encrypt, exfiltrate or otherwise render data unusable or unavailable in an effort to extort money or other consideration as a condition to purportedly returning the data to a usable form, operator errors or misuse, or inadvertent releases of data or documents, and other forms of electronic and non-electronic information security breaches. In addition, increased attention on and use of artificial intelligence by threat actors, increases the risk of cyber-attacks and data breaches,breaches. whichCyber-attacks can occur more quickly and evolve more rapidly when artificial intelligence is used by threat actors. Further, the use of artificial intelligence by our employees, whether authorized or unauthorized, increases the risk that our intellectual property and other proprietary information will be unintentionally disclosed.

Our data security measures are reviewed periodicallyperiodically, and we rely on proprietary and commercially available systems, software, tools, and monitoring to provide security for processing, transmission, and storage of customer and employee information. We also rely extensively on computer systems to process transactions, maintain information, and manage our businesses. Our third-party information system service providers and other third parties that share data with us pursuant to contractual agreements also face risks relating to cybersecurity and privacy, and we do not directly control any of such parties'parties’ information security or privacy operations. For example, the systems currently used for the transmission and approval of payment card transactions, and the technology utilized in payment cards themselves, are determined and controlled by the payment card industry, not us. Our gaming operations rely heavily on technology services provided by third parties. In the event there is an interruption of these services to us,services, it may have an adverse effect on our operations and financial condition. Disruptions in the availability of our computer systems, or those of third parties we engage to provide gaming operating systems for the facilities we operate, through cybersecurity attacks or otherwise, could impact our ability to service our customers and adversely affect our revenues and the results of operations.

A significant theft, destruction, loss or other fraudulent use of information maintained by us or by a third-party service provider could have an adverse effect on our reputation,reputation or cause a material disruption to our operations and management teamteam. andSuch theft, destruction, loss or other fraudulent use could also result in remediation expenses (including liability for stolen assets or information, repairing system damage and offering incentives to customers or business partners to maintain their relationships after an attack) and, regulatory fines, penalties and corrective actions, or lawsuits by regulators, customers, shareholders, third-party service providers, third parties that share data with us pursuant to contractual agreements or peopleother third parties whose data is or may be impacted. Such theft, destruction, loss or fraudulent use could also result in litigation by stockholders, governmental agencies, customers or other third parties. Advances in computer software capabilities and encryption technology, new tools, and other developments, including continuously evolving attack methods that may exploit vulnerabilities based on these advances, may increase the risk of a security breach or other intrusion. In addition, we may incur increased cybersecurity and privacy protection costs that may include organizational changes, deploying additional personnel and protection technologies, training employees and engaging third-party experts and consultants. We may not have sufficient financial resources available to us relating to cybersecurity in the event of a major cybersecurity event. Additionally, our cybersecurity insurance program may be inadequate to cover all of our losses resulting from a breach or other cyber incident. Cyber risk insurance availability and pricing can fluctuate substantially, and we cannot be certain that our current level of insurance will be available in the future on economically reasonable terms. Any of these events could interrupt our operations, adversely impact our reputation and brand and expose us to increased risks of governmental investigation, litigation, fines and other liability, any of which could have a material adverse effect on our business, financial condition, results of operations and cash flows. These risks could be heightened for acquired businesses or operationally segmented early-stage subsidiaries that may have a comparatively less mature cybersecurity program.

TheWe conducthave of the Las Vegas Operations underlicensed the “Venetian” and “Palazzo” brands and certain other trademarks licensedrelated to the Las Vegas Operations pursuant to the agreements effecting the Las Vegas SaleSale. could result in reputational harm to certain of the businesses we are retaining that will continue to operate under such brands ifIf the Las Vegas Operations do not continue to operate in accordance with our high standards and applicable laws as required under the agreements, such agreements.conduct could result in reputational harm to our businesses that continue to operate under these brands.

We maintain comprehensive insurance programs for our properties in operation, as well as those in the course of construction, with coverage features and insured limits we believe are customary in their amount, breadth and scope. Market forces beyond our control may nonetheless limit the scope of the insurance coverage we can obtain or our ability to obtain coverage at reasonable rates. Certain types of losses, generally of a pandemic or catastrophic nature, such as infectious disease, earthquakes, hurricanes, typhoons, floods or cyber-related losses, or certain other liabilities including terrorist activity, political unrest, geopolitical strife or actual or threatened war may be, or are, uninsurable or too expensive to justify obtaining insurance. As a result, we may not be successful in obtaining insurance without increases in cost or decreases in coverage levels. In addition, in the event of a substantial loss, the insurance coverage we carry may not be sufficient to pay the full market value or replacement cost of our lost investment or in some cases could result in certain losses being totally uninsured. As a result, we could lose some or all of the capital we have invested in a property, as well as the anticipated future revenue from the property, and we could remain obligated for debt or other financial obligations related to the property.

We are subject to taxation and regulation by various government agencies, primarily in Macao, Singapore and the U.S. (federal, state and local levels). Like most U.S. companies, our effective income tax rate reflects the fact that income earned and reinvested outside the U.S. is taxed at local rates, which are often lower than U.S. tax rates. From time to time, U.S. federal, state,state and local governments and foreign governments make substantive changes to income tax, indirect tax and gaming tax rules and the application of these rules, which could result in higher taxes than would be incurred under existing tax law or interpretation. In particular, government agencies may make changes that could reduce the profits we can effectively realize from our non-U.S. operations. For example, the Organization for Economic Co-operation and Development (“OECD”) and its inclusive Framework of over 140 countries have agreed to enact a two-pillar solution to reform international tax rulesrules, to address the tax challenges arising from the digitalization of the economy as part of the Base Erosion and Profit Shifting (“BEPS”) project. Pillar One will reallocate taxing rights to market jurisdictions on residual profits of multinational enterprises (“MNEs”) with global turnover greater than 20 billion Euro (“EUR”) and a profit margin above 10%. Pillar Two consists of interrelated rules which operate to imposeimposing a minimum tax rate of 15% calculated on a jurisdictional basis on MNEsmultinational enterprises with a global turnover of at least EUR 750 million.million We(“Pillar Two”). While Pillar Two is not expected to have a material impact, we will continue to monitor and evaluate theits OECD BEPS projectimpact as the OECD releases additional guidance and the individual countries in which we operate implement legislation. If changes in tax laws and regulations were to significantly increase the tax rates on gaming revenues or income, these changes could increase our tax expense and liability, and therefore, could have a material adverse effect on our financial condition, results of operations and cash flows.

Because we own real property, we are subject to extensive environmental regulation.

Our business is subject to various U.S. and international laws and regulations that could lead to enforcement actions, fines, civil or criminal penalties or the assertion of litigation claims and damages. In addition, improper conduct by our employees, agents or gaming promoters could damage our reputation and/or lead to litigation or legal proceedings that could result in civil or criminal penalties, including substantial monetary fines. In certain circumstances, it may not be economical to defend against such matters and/ or our legal strategy may not ultimately result in us prevailing in a matter. The investigations, litigation and other disputes may also lead to additional scrutiny from regulators, which could lead to investigations relating to, and possibly negatively impact, our gaming licenses and our ability to bid successfully for new gaming market opportunities. We cannot predict the outcome of any pending or future proceedings and the impact they will have on our financial results, but any such impact may be material. While some of these claims are covered by insurance, we cannot be certain that all of them will be, which could have an adverse impact on our financial condition, results of operations and cash flows.

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 the Sands Macao. Our operating segment in Singapore is Marina Bay Sands.

Our operations in Singapore continued to be positive as travel and tourism spending increased, resulting from the elimination of all remaining COVID-19 border measures in February 2023. Airlift passenger movement has increased with a total of 6870 million passengers having passed through Singapore'sSingapore’s Changi Airport during the year ended December 31, 2024,2025, an increase of 14.8%3.4% compared to the same period in 2023.2024.

Visitation to Marina Bay Sands continues to improve since the travel restrictions have been lifted. The STB announced total visitation to Singapore increased from approximately 13.6 million during the year ended December 31, 2023 to 16.5 million during the year ended December 31, 2024.2024 to approximately 16.9 million during the year ended December 31, 2025.

We have a strong balance sheet and sufficient liquidity in place, including total unrestricted cash and cash equivalents of $3.65$3.84 billion as of December 31, 2025 and access to $1.50 billion, $2.51$1.71 billion and $433$458 million of available borrowing capacity from our 2024 LVSC Revolving Facility, 2024 SCL Revolving Facility and 20122025 Singapore Revolving Facility, respectively, as of Decemberthe 31,date 2024.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.

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 3.30%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, 9.5%9.4% and 10.8%,12.3%, respectively, of our table games play was conducted on a credit basis for the year ended December 31, 2024.2025.

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 (such as government mandated closure, lodging for team members and usage by the Macao government for quarantine measures).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 12twelve months divided by the comparable square footage for the same period. Only tenants that have been open for a minimum of 12twelve months are included in the tenant sales per square foot calculation.

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

Net casino revenues increased $781 million compared to the year ended December 31, 2023, due to increases of $505$1.25 millionbillion and $276$237 million at Marina Bay Sands and our Macao operationsoperations, andrespectively. Casino revenues at Marina Bay Sands,Sands respectively.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 increasedincreases in table games and slot volumes and Non-RollingRolling Chip win percentages,percentage, partially offset by decreaseddecreases Rollingin Non-Rolling Chip win and slot hold percentages. Casino revenues at Marina Bay Sands increased due to increased table games and slot volumes and Non-Rolling win percentage, partially offset by decreased Rolling Chip win percentage. The following table summarizes the results of our casino activity:

Food and beverage revenues increased $23 million compared to the year ended December 31, 2023, due to increases of $20$27 million and $3$10 million at our Macao operations and Marina Bay Sands,Sands respectively. The increase atand our Macao operationsoperations, was primarily driven by increased visitation across our properties and new food and beverage outlets.respectively. The increase at Marina Bay Sands was primarily due to increased banquetbusiness revenuevolumes and the opening of a new foodvenue. andThe beverageincrease 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.

Mall revenues decreased $12 million compared to the year ended December 31, 2023. The decrease wasincreased due to aincreases $20of $28 million decreaseand $18 million at our Macao operations,operations and Marina Bay Sands, respectively. The increase at our Macao operations was driven by aincreases decreaseof $20 million in overage rent, which was partially offset by an $8$4 million in base rent and $4 million in revenues related to common area maintenance (“CAM”), and the increase at Marina Bay Sands,Sands drivenwas bydue to an $18 million increase in base rent.

General and administrativeOperating expenses increased $43 million compared to the year ended December 31, 2023. The increase wasdue primarily driven byto increases of $27$658 million and $16$438 million at Marina Bay Sands and our Macao operations, respectively, drivenand by$189 increasesmillion in payroll,loss marketingon expensesimpairment andof facilityassets andrelated utilitiesto costs.our development activities.

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 the$6 Londonermillion Grand,in property taxes related to the MBS Expansion ProjectProject, andas well as the new guest rooms at Marina Bay Sands.Sands, Pre-openingand $2 million in payroll expenses forat the year ended December 31, 2023, primarily related to the grand opening of The Londoner MacaoGrand andin new guest rooms at Marina Bay Sands.Macao.

Development expenses were $269 million for the year ended December 31, 2025, compared to $228 million for the year ended December 31, 2024, compared to $205 million for the year ended December 31, 2023.2024. During the year ended December 31, 2024,2025, the costs were associated with our evaluation and pursuit of new business opportunities, primarily $157$193 million for our digital gaming related efforts and $65$71 million for opportunities in New York and Texas. During the year ended December 31, 2023,2024, the costs were primarily related to $109$157 million for our digital gaming related efforts and $93$65 million for opportunities in New York and Texas. Development costs are expensed as incurred.

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, 2024,2024. comparedWe tohad $27loss on impairments of $191 million for the year ended December 31, 2023.2025. The lossesimpairments 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, werewas 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. The losses incurred for the year ended December 31, 2023, were $14 million at Marina Bay Sands primarily due to demolition costs related to renovations and $12 million in disposals and demolition costs at our Macao operations.

(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 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 repaymentsrepayments, 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.

Adjusted property EBITDA at our Macao operations increaseddecreased $103$17 million compared to the year ended December 31, 2023.2024. TheWhile increaserevenues wasand primarilyour 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 increasedthe revenuescompetitive across our operations driven by increased visitation at our Integrated Resortsenvironment in Macao.Macao, resulting in an overall decrease in adjusted property EBITDA.

Adjusted property EBITDA at Marina Bay Sands increased $191$870 million compared to the year ended December 31, 2023.2024. The increase was primarily due to increasedan revenuesincrease acrossin our operationscasino operations, driven by increasedoverall visitation,increase asin wellwin asand hold percentages and table games and slot volumes. Additionally, hotel operations increased, driven by the introduction of new and elevated suites andsuites, rooms and other amenities introduced at Marina Bay Sands.amenities.

Interest cost decreased $84 million compared to the year ended December 31, 2023,was primarily dueimpacted toby decreasesan increase in both ourthe weighted average total debt balance andfrom $14.17 billion to $15.40 billion, partially offset by a decrease in the weighted average interest rate.rate from 5.0% to 4.7%. The weighted average total debt balance decreasedincreased primarily due to the repayment of $1.95 billion on the 2018 SCL Revolving Facility by October 2023 and repurchases totaling $175 millionissuance of the $1.80LVSC billionsenior 5.125%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 duringdue June 25, 2025 and to fund our share repurchases and the threepayment monthsdue endedto Junethe 30,Singapore 2024.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 SCL Senior Notes in connection with the credit rating upgrades for the Company and SCL to BBB- by S&P on July 26, 2023 and Fitch on February 1, 2024, and a decrease in the interest rates on our2025 Singapore Credit Facility.Facility Theand decreasethe was2024 SCL Term Loan Facility, partially offset by higher rates on the LVSC Seniorsenior Notesnotes issued onin May 16, 2024, to refinance the $1.75 billion 3.200% Senior Notes.2025. We also recorded $30 million in imputed interest expense on the VMLMacao Concession financial liability in 20242025 and 20232024 (see “Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 98 —Goodwill and Intangible Assets, Net”).

Interest income was $161 million for the year ended December 31, 2025, compared to $275 million for the year ended December 31, 2024, compareda to $288 million for the year ended December 31, 2023. Interest income for the year ended December 31, 2024, primarily consisteddecrease of $200$114 millionmillion, in interest income on money market funds, bank deposits and U.S. Treasury bills. The decrease compared to the year ended December 31, 2023,which was primarily attributable to a decrease in cash available to invest in the U.S. due to share repurchases, dividendsdividend payments and development-related spend in the last twelve months. TheAdditionally, decreaseinterest wasincome partiallydecreased offset by a $41$16 million increase due to ana increased paid-in-kindlower 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 wasof $10 million for the year ended December 31, 2024,2024. compared to otherOther expense of $8 million for the year ended December 31, 2023. Other income for the year ended December 31, 2024,2025, was primarily attributable to foreign currency transaction gainslosses 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 MBS,a partially offset by an equitydebt investment impairment loss.

Our income tax expense was $208$347 million on income before income taxes of $1.96$2.21 billion for the year ended December 31, 2024,2025, resulting in a 10.6%15.7% effective income tax rate. This compares to a 19.4%10.6% effective income tax rate for the year ended December 31, 2023.2024. The income tax expense for the year ended December 31, 2024,2025, reflects a 17% statutory tax rate on our Singapore operations, a 21% corporate income tax rate on our U.S. operations,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 following tablestable summarizesummarizes the results of our mall operations on the Cotai Strip and at Marina Bay Sands for the years ended December 31, 20242025 and 20232024:

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, 2024,2025, cash generated from operations was $3.20$3.02 billion, a decrease of $23$181 million compared to $3.23$3.20 billion for the year ended December 31, 2023.2024. The decrease in cash generated from operations was primarily duerelated to decreasesthe $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, primarily from decreases in accruals from our gaming operations, partially offset by an increase in net income.capital.

Capital expenditures for the year ended December 31, 2023,2025, totaled $1.02$1.17 billion. Included in this amount was $584$574 million for construction activities at Marina Bay Sands in Singapore,Sands, primarily due to Towers 1 and 2the room renovations.renovations Capitalcompleted expendituresacross werethe $233property, $555 million for construction and development activities in Macao, which consisted of $132$312 million for The Londoner Macao, $71primarily due to the Londoner Grand, $186 million for The Venetian Macao,Macao $15and $57 million for Thethe Plazaother Macao and Four Seasons Macao, $9 million for The Parisian Macaoproperties, and $6 million for Sands Macao. Additionally, we funded $200$39 million for corporate and other.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.

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$104 million, or 30.2%,7.6%, compared to the threesix months ended MarchJune 31,30, 2025. The key driver of the increase being aan 31.4%11.7% increase in grossnet gaming revenue to $1.13$2.15 billion, while non-gaming revenues also contributed meaningfully to the overall results driven by increased business volumes and the launch of new dining venues.

During the first quarterhalf of 2026, we continued to execute our strategic objectives as wetable deliveredgames growthand slot volumes increased year over year in both Singapore and MacaoMacao, while continuingwe also continued to increase the return of capital to stockholders, with the repurchase of $740$1.53 millionbillion (exclusive of commissions and excise tax) of our common stock and a dividend paymentpayments oftotaling $202$400 million,million. andWe will continue to invest in premium suites and other hospitality offerings.offerings, such as the current room renovation and premium suite expansion at The Venetian Macao, as well as increasing overall service levels for our VIPs and premium patrons in Macao.

We believe we have a strong balance sheet and sufficient liquidity in place, including total unrestricted cash and cash equivalents of $3.33$3.38 billion as of March 31, 2026billion, and access to $3.97$4.26 billion of available borrowing capacity under our U.S., SCL and Singapore revolving credit facilities as of theJune date30, of this report.2026. 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.

There were no newly identified significant accounting policies and estimates during the threesix months ended MarchJune 31,30, 2026, nor were there any material changes to the critical accounting policies and estimates discussed in our 2025 Annual Report.

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%4.2% for the three months ended March 31, 202631 and June 30, 2026, respectively, and 4.1%, 4.2% and 3.9% for the three months ended June 30, September 30 and December 31, 2025, respectively, in Singapore. Our Non-Rolling Chip table games have produced a trailing 12-month win percentage of 23.1%,22.3%, 22.8%,22.4%, 21.0%, 21.6%,21.4%, 14.8%14.7% and 23.1%22.9% 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%, 3.8%, 3.7%,3.5%, 2.3%,2.2%, 2.4%2.2% 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%11.7% and 12.0%,12.2%, respectively, of our table games play was conducted on a credit basis for the threesix months ended MarchJune 31,30, 2026.

Three Months Ended MarchJune 31,30, 2026 Compared to Three Months Ended MarchJune 31,30, 2025

Consolidated net revenues increaseddecreased due to increasesdecreases of $399$11 million and $324$10 million at our Macao operations and Marina Bay Sands, respectively.

Net casino revenues increaseddecreased due to increasesdecreases of $343$44 million and $269$30 million at Marina Bay Sands and our Macao operationsoperations, andrespectively. Casino revenues at Marina Bay Sands,Sands respectively.decreased due to decreased table games win percentages, partially offset by increased table games and slot volumes. Casino revenues at our Macao operations increaseddecreased due to decreased table games win and slot hold percentages, partially offset by increased table games and slot volumes andacross aneach increaseof inour 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.properties. The following table summarizes our casino activity:

Mall revenues increased due to increases of $11$6 million and $7$5 million at our Macao operations and Marina Bay Sands, respectively. The increase at our Macao operations was driven by increases of $9$4 million in overage rent,rent $1and $2 million in base rent and $1 million in revenues related to common area maintenance (“CAM”) and other revenues,rent, while the increase at Marina Bay Sands was due to increases ofin $5 million inboth base rent and $2overage rent of $3 million each, partially offset by a $1 million decrease in overagecommon rent.area maintenance (“CAM”). 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 mallsmall on the Cotai Strip in Macao and in Singaporeactivity:

Convention, retail and otherCasino expenses increased due to increases of $4$83 million and $2$24 million at our Macao operations and Marina Bay Sands, respectively. The increase at our Macao operations was primarily dueattributable to increasesa of $2$30 million increase in limogaming expenses,taxes, consistent with increased revenues,gross gaming revenues and $2$26 million in ferryhigher operationspayroll expenses,and related expenses due to risingincreases fuelin pricestable game hours and increasedthe repairscompetitive andenvironment maintenance.in Macao. We also incurred $11 million in higher casino marketing expenses to increase gaming activities across our properties. The increase at Marina Bay Sands was dueprimarily attributable to increasesa of $1$9 million increase in conventionpayroll expenses,and related expenses and a $6 million increase in gaming taxes, consistent with increased gross gaming revenues, andas $1well millionas an increase in entertainmentgaming expenses.tax rates from 8% to 12% on premium play due to the tiered tax structure in Singapore as we met the threshold in June 2026 versus July 2025.

General and administrativeRoom expenses increased primarily due to increases of $18$4 million and $11$3 million at Marina Bay Sands and our Macao operations, respectively. The increaseincreases at Marina Bay Sands waswere primarily due to increases of $10 million in payroll,payroll $4 million in facilities expenses, primarilyand related toexpenses repairs and maintenance, and $1 million in property taxes. The increase atacross our Macao operations was primarily due to $6 million in facilities expenses, primarily relating to repairs and maintenance,Marina andBay $4 million in marketing expenses, primarily relating to media campaigns.Sands.

Development expenses include the costs that were associated with our evaluation and pursuit of new business opportunities. During the three months ended MarchJune 31,30, 2026, these costs were primarily attributable to $33$35 million from our digital gaming related efforts and $5$4 million for opportunities in Texas. During the three months ended MarchJune 31,30, 2025, the costs were primarily attributable to $46$49 million from our digital gaming related efforts and $22$19 million for opportunities in New York and Texas.

(a)During the three months ended MarchJune 31,30, 2026 and 2025, we recorded stock-based compensation expense of $24$15 million and $9$17 million, respectively, of which $21$9 million and $8$12 million, respectively, was included in corporate expense in the accompanying condensed consolidated statements of operations.

Adjusted property EBITDA at our Macao operations increaseddecreased $98$136 million compared with the three months ended MarchJune 31,30, 2025. The increasedecrease was primarily due to ana overall increasedecrease in revenues,casino primarilyrevenues and increases in our casino operations, driven by increased table games volumes, partially offset by higher sales and marketing costs to attract patrons to our properties and increased payroll costsand related expenses due to the competitive environment in Macao. Additionally, revenue in hotel operations increased, driven by the completion of the conversion of the Sheraton towers to the Londoner Grand, which concluded in April 2025.

Adjusted property EBITDA at Marina Bay Sands increaseddecreased $183$79 million compared to the three months ended MarchJune 31,30, 2025. The increasedecrease was primarily due to ana overall increasedecrease in revenues, primarily in our casino operations, driven by increaseddecreases in table games volumes.win Additionally,percentages revenueand increases in hotelpayroll operationsand increased,related drivenexpenses and gaming taxes. This decrease was partially offset by an increase in room operations, due to the introduction of new suites,and elevated suites and rooms and other amenities, which were completed in May 2025.

Interest income was $35$31 million for the three months ended MarchJune 31,30, 2026, compared to $42 million for the three months ended MarchJune 31,30, 2025. The decrease was attributable to a decrease in cash available to invest in the U.S. due to share repurchases, dividend payments and development-related spend in the last twelve months.months and the early settlement of the seller financing loan in May 2026, which bore interest at 4.25% per annum.

Other expenseincome was $3 million for the three months ended March 31, 2026, compared to $1 million for the three months ended MarchJune 31,30, 2026, compared to other expense of $22 million for the three months ended June 30, 2025. Other expenseincome during the three months ended MarchJune 31,30, 2026, was primarily attributable to foreign currency remeasurement lossesgains on U.S. dollar denominated debtcash deposits held by Marina Bay Sands ChinaPte. Ltd. (“SCLMBS,” our wholly owned subsidiary).

Our income tax expense was $107$88 million on income before income taxes of $748$461 million for the three months ended MarchJune 31,30, 2026, resulting in a 14.3%19.1% effective income tax rate. This compares to a 13.4%14.8% effective income tax rate for the three months ended MarchJune 31,30, 2025. The income tax expense for the three months ended MarchJune 31,30, 2026, reflects a 17% statutory tax rate on our Singapore operations and a 21% corporate income tax on our domestic operations.

Our operations in Macao are subject to a 12% statutory income tax rate, but in connection with the 35% gaming tax, Venetian Macau Limited (“VML,” a subsidiary of SCL) and its peers received a corporate income tax exemption on gaming operations through December 31, 2027. Additionally, we entered into a shareholder dividend tax agreement with the Macao government, which provided for a payment at an applicable rate of gross gaming revenue for the tax year 2023 through the tax year 2025 as a substitution for a 12% tax otherwise due from VML’s shareholders on dividend distributions paid from VML’s gaming profits. In January 2026, we requested this tax agreement be extended through December 31, 2027. The effective income tax rate for the three months ended MarchJune 31,30, 2026, anticipates a similar shareholder dividend tax agreement will be entered into for 2026 and 2027; however, there is no assurance such agreement will be granted.

On July 4, 2025, the U.S. enacted tax legislation referred to as the One Big Beautiful Bill (“OBBB”). The OBBB includes significant changes to U.S. income tax laws, including tax cut extensions and modifications to the international tax framework, with certain provisions effective in 2025 and others effective in 2026 and later years. The OBBB is not expected to have a material impact on the Company’sour 2026 effective tax rate. Management will continue to analyze and adjust future amounts as related administrative guidance, notices, implementation regulations, potential legislative amendments and interpretations of the OBBB continue to evolve.

The net income attributable to noncontrolling interests was $74$27 million for the three months ended MarchJune 31,30, 2026, compared to $56$58 million for the three months ended MarchJune 31,30, 2025. These amounts were related to the noncontrolling interest of SCL. The increasedecrease of $18$31 million was primarily due to ana increasedecrease in the net income of SCL for the three months ended MarchJune 31,30, 2026, partially offset by theour purchasepurchases of additional SCL shares by us during 2025, which resulted in our ownership of SCL having increased from 72.29%73.15% as of MarchJune 31,30, 2025 to 74.80% as of MarchJune 31,30, 2026.