DEF 14A of Las Vegas Sands Corp, Apr 1, 2026

DEF 14A of Las Vegas Sands Corp

Filed Apr 1, 2026 · FY20250001300514-26-000031

Open on EDGAR

  1. Benefits upon Termination or Change in Control under the New Employment Agreements

    Benefits upon Termination or Change in Control under the New Employment Agreements The New Employment Agreements provide for payments and the continuation of benefits upon certain terminations of employment from the Company. The following summaries are qualified in all respects by the terms of the applicable New Employment Agreements and applicable law. Equity awards granted to Mr. Dumont, Mr. Hyzak and Mr. Hudson following the effective date of the New Employment Agreements will be subject to the terms and conditions set forth in the applicable award agreements (the “Equity Award Agreements”). Upon a qualifying termination or change in control for Mr. Dumont, Mr. Hyzak or Mr. Hudson after such time, unvested RSUs and PSUs will be treated as follows under the Equity Award Agreements:

  2. Benefits upon Termination or Change in Control under the New Employment Agreements

    | REASON FOR TERMINATION | UNVESTED RSUs | PSUs | | Company Terminates NEO Without Cause (Other Than Due to Death or Disability) or NEO Resigns for Good Reason | Prorated portion of RSUs vest immediately | Prorated portion of PSUs remain outstanding and eligible to vest at the end of the three-year performance period, based on actual performance | | Company Terminates NEO Without Cause (Other Than Due to Death or Disability) or NEO Resigns for Good Reason Within 24 Months Following a Change in Control | Immediate vesting of full award for a qualifying termination within 24 months following a change in control | Upon a change in control, all PSUs are converted into time-based RSUs based on either (i) actual performance levels through last completed quarter prior to the change in control or (ii) such level as determined by the Compensation Committee in its good faith discretion. Once converted into time-based RSUs, immediate vesting of full award for a qualifying termination within 24 months following a change in control | | Death or Disability | Immediate vesting of full award | Immediate vesting of full award at target performance level | | Retirement (defined as 55 and at least 10 years of service; applicable only to grants made at least six months before retirement) | Immediate vesting of full award | Prorated portion of PSUs remain outstanding and eligible to vest at the end of the three-year performance period, based on actual performance | | Termination for Cause | All unvested RSUs canceled | All PSUs canceled |

  3. Benefits upon Termination or Change in Control under the New Employment Agreements

    | Las Vegas Sands 2026 Proxy Statement | 17 |

  4. ABOUT THE BOARD

    ABOUT THE BOARD Our Board currently has eight directors. The term of office of the current directors will expire at the 2026 Annual Meeting of Stockholders. Stockholders are being asked to consider each of the following eight nominees to serve as director until the 2027 Annual Meeting of Stockholders and until their respective successor has been duly elected and qualified or until such director’s resignation, disqualification, death or removal: Patrick Dumont, Mark Besca, Irwin Chafetz, Micheline Chau, Charles D. Forman, Lewis Kramer, Alain Li and Micky Pant. Each of the nominees is a current director of the Company who has indicated they will serve if elected. We do not anticipate any of the nominees will be unable or unwilling to serve, if elected, but if that happens, it is the intention of the persons named in the proxies to select and cast their votes for the election of such other person or persons as the Board may designate. Our current directors bring a variety of experiences and core competencies we believe are important to overseeing the strategic execution and risk management of our Company’s operations. The complexities of our Integrated Resort operations include five primary revenue categories, six operating segments and significant development and construction initiatives. Strict adherence to gaming and other regulations in various jurisdictions is essential. The ability to provide the appropriate oversight and risk assessment responsibilities is demonstrated in our directors’ professional careers, which include: •C-suite level positions at global companies, including those in: –gaming, hospitality and meetings, incentives, conventions and exhibitions (“MICE”); –retail, marketing and branding; –entertainment; and –companies with a strong presence in Asia; •Participation on other global public company boards; •Financial transactions and corporate finance experience; and •Accounting, auditing and internal control experience in working with global Fortune 500 public companies. In addition to the specific professional experience of our directors, we select our directors because they are highly accomplished in their respective fields, insightful and inquisitive. We believe each of our directors possesses sound business judgment and is highly ethical. We consider a wide range of factors in determining the composition of our Board, including background, expertise and professional experience.

  5. ABOUT THE BOARD

    | 22 | Las Vegas Sands 2026 Proxy Statement |

  6. Table of Contents

    | PATRICK DUMONT Age: 51 Director since: 2017 Committees: •None | Mr. Dumont’s experience in management, development and corporate finance and his positions and tenure with the Company led the Board to conclude he would be a valuable member of our Board. Experience Mr. Dumont was appointed as the Company’s Chairman, CEO, President and Treasurer, effective March 1, 2026. Prior to that, he served as the Company’s President and Chief Operating Officer beginning January 2021. He previously served as the Company’s Executive Vice President and Chief Financial Officer from March 2016 to January 2021, the Company’s Principal Financial Officer from February 2016 to March 2016, the Company’s Senior Vice President, Finance and Strategy from September 2013 to February 2016 and the Company’s Vice President, Corporate Strategy from June 2010 to August 2013. Additionally, effective March 1, 2026, Mr. Dumont was appointed as Chairman of the Board of the Company’s subsidiary, SCL; prior to that, he served as a non-executive member of the SCL Board beginning August 8, 2025. Mr. Dumont is the son-in-law of Dr. Miriam Adelson who, with trusts and other entities for the benefit of the Adelson family members, controls more than 50 percent of the voting power of the Company’s Common Stock. Since December 2023, Mr. Dumont has also served as the governor of the Dallas Mavericks, a professional basketball team in the National Basketball Association in which the family owns a majority interest. |

  7. Table of Contents

    | MARK BESCA Age: 66 Director since: 2025 Committees: •Audit •Compliance (Chair) Independent | | | | Mr. Besca’s extensive financial and business knowledge gained while serving as an independent auditor for organizations across diverse industries and his experience as a public company director led the Board to conclude he would be a valuable member of our Board. Experience Mr. Besca has been a director of the Company since January 2025. Prior to his retirement in 2020, Mr. Besca spent 40 years at EY (formerly Ernst & Young, LLP) serving as lead and senior advisory audit partner to some of the largest public companies in the media and entertainment, consumer products and airline industries. From 2017 until 2020, Mr. Besca was the leader of the Long-Term Value and Stakeholder Capitalism initiative at EY. From 2012 to 2018, he served as managing partner of EY’s New York City office with over 11,000 professionals, and from 2009 to 2011, he was Northeast managing partner of EY’s Assurance and Advisory Business. Mr. Besca has been a member of the board of directors and audit committee chair of Markel Group Inc. since 2020 and a member of the board of directors and member of the audit committee of Clarus Corporation since December 2024. Mr. Besca holds several civic positions including chairman emeritus of the Pace University board of trustees, the board of the Roundabout Theatre Production Company and formerly a member of the UJA Media and Entertainment executive committee. Mr. Besca is also a David Rockefeller fellow of the NYC Partnership. |

  8. Table of Contents

    | IRWIN CHAFETZ Age: 89 Director since: 2005 Committees: •None | | | | Mr. Chafetz’s extensive experience in the hospitality, trade show and convention businesses, as well as his experience as a former executive of our predecessor company, led the Board to conclude he would be a valuable member of our Board. Experience Mr. Chafetz has been a director of the Company since February 2005. He was a director of Las Vegas Sands, Inc. from February until July 2005. Mr. Chafetz is the president and a manager of The Interface Group, LLC, a Massachusetts limited liability company that controls Interface Group-Massachusetts, LLC. Mr. Chafetz has been associated with Interface Group-Massachusetts, LLC and its predecessors since 1972. From 1989 to 1995, Mr. Chafetz was a vice president and director of Interface Group-Nevada, Inc., which owned and operated trade shows, including COMDEX, and also owned and operated The Sands Expo and Convention Center. From 1989 to 1995, Mr. Chafetz was also vice president and a director of Las Vegas Sands, Inc. Mr. Chafetz has served on the boards of many charitable and civic organizations and is a former member of the dean’s advisory council at Boston University School of Management. |

  9. Table of Contents

    | MICHELINE CHAU Age: 73 Director since: 2014 Committees: •Compensation (Chair) •Compliance •Nominating and Governance Independent | | | | Ms. Chau’s extensive and varied business experience, including as president and chief operating officer at Lucasfilm Ltd., and her experience as a director of other public companies led the Board to conclude she would be a valuable member of our Board. Experience Ms. Chau has been a director of the Company since October 2014. She served as the president, chief operating officer and executive director of Lucasfilm Ltd., a film and entertainment company, from 2003 to 2012 and as its chief financial officer from 1991 to 2003. Before that, Ms. Chau held other executive-level positions in various industries, including retail, restaurant, venture capital and financial services. She was a member of the board of Dolby Laboratories, Inc., an audio, imaging and communications company, from February 2013 to February 2024, and was a member of the board of Red Hat, Inc., a provider of open-source software solutions, from November 2008 to August 2012. |

  10. Table of Contents

    | CHARLES D. FORMAN Age: 79 Director since: 2004 Committees: •None | | | | Mr. Forman’s extensive experience in the hospitality, trade show and convention businesses led the Board to conclude he would be a valuable member of our Board. Experience Mr. Forman has been a director of the Company since August 2004. He has also been a member of the Board of SCL, since May 2014 and served as a director of Las Vegas Sands, LLC (and its predecessor, Las Vegas Sands, Inc.) from March 2004 to March 2026. Mr. Forman served as chairman and chief executive officer of Centric Events Group, LLC, a trade show and conference business from April 2002 until his retirement upon the sale of the business in 2007. From 2000 to 2002, he served as a director of a private company and participated in various private equity investments. During 2000, he was executive vice president of international operations of Key3Media, Inc. From 1998 to 2000, he was chief legal officer of ZD Events Inc., a tradeshow business that included COMDEX. From 1995 to 1998, Mr. Forman was executive vice president, chief financial and legal officer of Softbank Comdex Inc. From 1989 to 1995, Mr. Forman was vice president and general counsel of Interface Group Nevada, Inc., a tradeshow and convention business that owned and operated COMDEX, and also owned and operated The Sands Expo and Convention Center. Mr. Forman was in private law practice from 1972 to 1988. From 2009 until 2023, Mr. Forman was a member of the board of trustees of The Dana-Farber Cancer Institute. |

  11. Table of Contents

    | LEWIS KRAMER Age: 78 Director since: 2017 Committees: •Audit (Chair) •Compensation Independent | | | | Mr. Kramer’s extensive financial and business knowledge gained while serving as an independent auditor for organizations across diverse industries and his experience as a director of a public company and non-profit organizations led the Board to conclude he would be a valuable member of our Board. Experience Mr. Kramer has been a director of the Company since April 2017. Mr. Kramer was a partner at Ernst & Young LLP from 1981 until he retired in June 2009 after a nearly 40-year career at Ernst & Young LLP, where he represented clients in a number of industries, including the media, entertainment and leisure industries. At the time of his retirement, Mr. Kramer served as the global client service partner for worldwide external audit and all other services for major clients, and served on the firm’s United States executive board. He previously served as Ernst & Young LLP’s national director of audit services. From 2009 to April 2023, Mr. Kramer served on the board of L3 Harris Technologies, Inc. (and its predecessor companies). |

  12. Table of Contents

    | ALAIN LI Age: 65 Director since: 2024 Committees: •Audit •Compensation •Nominating and Governance (Chair) Independent | | | | Mr. Li’s extensive experience in senior leadership at companies with a strong presence in Asia, and his experience as a director of a public company and non-profit organizations led the Board to conclude he would be a valuable member of our Board. Experience Mr. Li has been a director of the Company since 2024. Mr. Li was regional chief executive, Asia Pacific of luxury group Richemont from 2006 to 2023, where he was responsible for overseeing and cultivating Richemont’s luxury Maisons in the APAC region. Prior to Richemont, Mr. Li was chief financial officer of IDT International and president of the group’s lifestyle electronics brand, Oregon Scientific, from 2001 to 2005. From 1992 to 2001, he worked at Riso Europe in various capacities and ultimately as president of Riso Europe. From 1991 to 1992, Mr. Li was controller, European Operations at A.B. Dick-Itek Group, from 1987 to 1992, served in various capacities at Zimmer Holdings, Inc., and from 1981 to 1986, was a trainee accountant at Touche Ross & Co. Mr. Li is a Fellow of The Institute of Chartered Accountants in England and Wales. Mr. Li currently serves as an independent non-executive director of Dynasty Fine Wines Group Limited, a position he has held since August 2024, and Remy Cointreau SA, a position he has held since 2022. He is also president of the French Chamber of Commerce and Industry in Hong Kong, a position he has held since 2022. |

  13. Table of Contents

    | MICKY PANT Age: 71 Director since: 2025 Committees: •Compliance •Nominating and Governance Independent | | | | Mr. Pant’s extensive senior leadership experience in international companies, including as chief executive officer of Yum China Holdings, Inc., his global strategic and marketing experience, and his experience as a director of other public companies led the Board to conclude he would be a valuable member of our Board. Experience Mr. Pant has been a director of the Company since 2025. Mr. Pant was a consultant to Beyond Meat, Inc. from March 2020 to December 2020. Prior to that, Mr. Pant was vice chairman of the board and senior advisor to Yum China Holdings, Inc. (“Yum China”) from 2018 to 2020, chief executive officer of Yum China from 2016 to 2018, chief executive officer of the Yum China Division of Yum Brands, Inc. (“Yum Brands”) from 2015 to 2016, and held several other senior roles of increasing responsibility at Yum Brands from 2006 to 2015, including chief executive officer of the KFC Division, chief executive officer of Yum Restaurants International, president of global branding for Yum Brands, president of Yum Restaurants International, chief marketing officer of Yum Brands, global chief concept officer for Yum Brands and president of Taco Bell International. Prior to that, Mr. Pant served in various roles, including chief marketing officer, at Reebok International from 1994 to 2004, PepsiCo India from 1992 to 1994, and Unilever in India and the United Kingdom from 1976 to 1990. Mr. Pant served on the board of directors of Beyond Meat, Inc. from May 2021 to May 2024, Primavera Capital Acquisition Corp. from January 2021 to December 2022, Yum China Holdings, Inc. from March 2018 to March 2020, and Pinnacle Foods, Inc. from December 2014 to June 2018. |

  14. INFORMATION REGARDING THE BOARD AND

    INFORMATION REGARDING THE BOARD AND

  15. Short-Term Incentives (Annual Cash Incentive Award)

    Short-Term Incentives (Annual Cash Incentive Award) Our NEOs are eligible for short-term performance-based cash incentive awards under their employment agreements, subject to the Company’s Executive Cash Incentive Plan. The short-term incentives are structured to align to our global financial and operational execution with targets established annually by the Compensation Committee. These targets take into consideration the annual budget approved by the Board and our operational and strategic objectives, and are designed to encourage the continuation of our investment and development initiatives and increase stockholder returns. For more information about the short-term incentive awards for our NEOs in effect during 2025, refer to “2025 Employment Agreements” below.

  16. Long-Term Incentives (Annual Equity Awards)

    Long-Term Incentives (Annual Equity Awards) Our NEOs are eligible for long-term performance-based equity incentives under their respective employment agreements, subject to the Company’s Amended and Restated 2004 Equity Award Plan (which is administered by the Compensation Committee and was created to allow us to attract, retain and motivate Team Members in order to enable us to provide incentives directly related to increases in our stockholder value). The employment agreements in effect in 2025 for Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson provided for annual grants of equity incentive awards in the form of RSUs subject to meeting performance criteria set by the Compensation Committee, with the aim of: •aligning our NEOs’ long-term interest with those of our stockholders by incentivizing management to continue to grow our business in ways that drive stock price appreciation over the long term •ensuring focus on building and sustaining stockholder value •aligning to our global financial and operational execution with targets established by the Compensation Committee, taking into consideration the annual budget approved by the Board •promoting retention of our NEOs Additionally, while from time to time in its discretion, the Compensation Committee may also approve special equity grants in connection with the entry into new or amended employment agreements or in response to extraordinary corporate events, no such grants were approved in 2025. For more information about long-term incentives, refer to “Executive Compensation Related Policies and Practices — Grant Practices for Stock Options, Restricted Stock and Restricted Stock Units” and “2025 Employment Agreements.”

  17. Long-Term Incentives (Annual Equity Awards)

    | 40 | Las Vegas Sands 2026 Proxy Statement |

  18. Short- and long-term incentives awarded

    Short- and long-term incentives awarded

  19. 2025 Employment Agreements

    2025 Employment Agreements In 2025, Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson were employed pursuant to multi-year employment agreements that reflected the individual negotiations with each of them (the “Previous Employment Agreements”). In approving each of the Previous Employment Agreements (or, as applicable, amendments to the Previous Employment Agreements), the Compensation Committee took into account the following factors: •For Mr. Goldstein, the Compensation Committee considered factors including Mr. Goldstein’s position as the Company’s CEO, his tenure at the Company, his business experience and knowledge of the Company’s industry, as well as recommendations and advice from Korn Ferry (the Compensation Committee’s independent compensation consultant), and, based on these factors and discussions with Korn Ferry, the Compensation Committee determined that the terms of Mr. Goldstein’s employment agreement were fair to the Company •For Mr. Dumont, the Compensation Committee considered factors including Mr. Dumont’s position as the Company’s President and Chief Operating Officer, his tenure at the Company, his business experience and knowledge of the Company’s industry, as well as recommendations and advice from Korn Ferry, and, based on these factors and discussions with Korn Ferry, the Compensation Committee determined that the terms of Mr. Dumont’s employment agreement were fair to the Company •For Mr. Hyzak, the Compensation Committee considered factors including Mr. Hyzak’s finance background and experience with the Company, as well as recommendations and advice from Korn Ferry, when approving his amended employment agreement, and, based on these factors and discussions with Korn Ferry, the Compensation Committee determined that the terms of Mr. Hyzak’s employment agreement were fair to the Company •For Mr. Hudson, the Compensation Committee considered factors including Mr. Hudson’s extensive legal background and experience, as well as recommendations and advice from Korn Ferry, when approving his second amended employment agreement, and, based on these factors and discussions with Korn Ferry, the Compensation Committee determined that the terms of Mr. Hudson’s employment agreement were fair to the Company

  20. 2025 Employment Agreements

    | Las Vegas Sands 2026 Proxy Statement | 43 |

  21. Table of Contents

    | MR. GOLDSTEIN | | | Employment Agreement Term | •Originally effective as of January 26, 2021 •Amended effective as of March 5, 2025 •Expired on March 1, 2026 | | Base Salary | Mr. Goldstein’s base salary was $3,000,000, pursuant to his amended employment agreement. | | Short-Term Incentive | Under his amended employment agreement, Mr. Goldstein had a target bonus opportunity of 200% of his base salary, or $6,000,000, subject to his achievement of performance criteria established by the Compensation Committee. The bonus was payable at 85% of target if the performance criteria were achieved at the threshold payout level, and would not exceed 115% of target if the performance criteria were achieved at the maximum payout level. The actual bonus payout was determined by the Compensation Committee. In 2025, the total award criteria were certified at 108% (subject to an ESG adjustment factor, which was certified at 100%), and as a result, Mr. Goldstein received a bonus of $6.48 million, paid in February 2026. Refer to “2025 Executive Compensation Performance Criteria.” | | Long-Term Incentive | Under his amended employment agreement, Mr. Goldstein had a target annual equity award opportunity equal to 325% of his base salary, or $9,750,000, subject to his achievement of performance criteria established by the Compensation Committee. The annual equity award would be granted at 85% of target if the performance criteria were achieved at the threshold payout level, and would not exceed 115% of target if the performance criteria were achieved at the maximum payout level. The annual equity award was paid in the form of RSUs that would have vested ratably on each of the first three anniversaries of the grant date, subject to his continued employment as of the applicable vesting date. In connection with Mr. Goldstein's transition to the role of Senior Advisor on March 1, 2026, all of Mr. Goldstein’s outstanding RSUs were accelerated on such date. The total award criteria for the 2025 RSU award were certified at 108% (subject to an ESG adjustment factor, which was certified at 100%), and as a result, Mr. Goldstein received an RSU award of $10.53 million, granted on February 2, 2026. Refer to “2025 Executive Compensation Performance Criteria.” | | Personal Benefits* | Mr. Goldstein was entitled to: •Security services and utilization of Company-owned jet aircraft for business and personal purposes for the benefit of the Company at the Company’s expense, and pursuant to the advice of an independent security consultant and the approval of the Compensation Committee. The personal use of Company-owned jet aircraft constituted taxable income to Mr. Goldstein. •At his election, first class travel on commercial airlines for all business trips and first class hotel accommodations. •An income tax gross up for the foregoing benefits if they were determined to be taxable income to him. •The personal use of Company personnel, facilities and services on a limited basis and subject to the receipt of appropriate approvals. Mr. Goldstein was required to reimburse the Company in full for the foregoing, except to the extent the foregoing constituted taxable income. Mr. Goldstein participated in a group supplemental medical insurance program available to certain of our senior officers. |

  22. Table of Contents

    | Post- Transition Benefits | Under his amended employment agreement, Mr. Goldstein transitioned to the role of Senior Advisor on March 1, 2026, with a consulting term of two years from the transition date (the “Consulting Term”). In connection with this transition, Mr. Goldstein is entitled to the following during the Consulting Term: •An annual consulting fee of $4.5 million. •Participation in our health, medical, dental, vision and hospitalization benefit plans, and our group supplemental medical insurance program available to certain of our senior officers, or payment of an amount equal to the cost of acquiring such benefits. •Utilization of Company-owned jet aircraft for business and personal purposes, provided that personal usage not exceed 125 hours of flight time per year; reimbursement for hotel accommodations in connection with business travel; and an income tax gross up for these benefits if they are determined to be taxable income to him. •Security services by the Company, provided that, he reimburse the Company for any costs incurred in connection with the provision of these services. •Reimbursement for the reasonable costs incurred in connection with his performance of the consulting services. |

  23. Table of Contents

    | MR. DUMONT* | | | Employment Agreement Term | •Effective as of January 26, 2021 •Expired on March 1, 2026 | | Base Salary | Mr. Dumont’s base salary was $2,500,000, pursuant to his employment agreement. | | Short-Term Incentive | Under his employment agreement, Mr. Dumont had a target bonus opportunity of 200% of his base salary, or $5,000,000, subject to his achievement of performance criteria established by the Compensation Committee. The bonus was payable at 85% of target if the performance criteria were achieved at the threshold payout level, and would not exceed 115% of target if the performance criteria were achieved at the maximum payout level. The actual bonus payout was determined by the Compensation Committee after consultation with the Company’s CEO. In 2025, the total award criteria were certified at 108% (subject to an ESG adjustment factor, which was certified at 100%), and as a result, Mr. Dumont received a bonus of $5.40 million, paid in February 2026. Refer to “2025 Executive Compensation Performance Criteria.” | | Long-Term Incentive | Under his employment agreement, Mr. Dumont had a target annual equity award opportunity equal to 200% of his base salary, or $5,000,000, subject to his achievement of performance criteria established by the Compensation Committee. The annual equity award would be granted at 85% of target if the performance criteria were achieved at the threshold payout level, and would not exceed 115% of target if the performance criteria were achieved at the maximum payout level. The annual equity award would be paid in the form of RSUs that vest ratably on each of the first three anniversaries of the grant date, subject to his continued employment as of the applicable vesting date. The total award criteria for the 2025 RSU award were certified at 108% (subject to an ESG adjustment factor, which was certified at 100%), and as a result, Mr. Dumont received an RSU award of $5.40 million, granted on February 2, 2026. Refer to “2025 Executive Compensation Performance Criteria.” | | Personal Benefits** | Mr. Dumont was entitled to: •Security services and utilization of Company-owned jet aircraft for business and personal purposes, for the benefit of the Company at the Company’s expense, and pursuant to the advice of an independent security consultant and the approval of the Compensation Committee. The personal use of Company-owned jet aircraft constituted taxable income to Mr. Dumont. •At his election, first class travel on commercial airlines for all business trips and first class hotel accommodations. •An income tax gross up for the foregoing benefits if they were determined to be taxable income to him. •The personal use of Company personnel, facilities and services on a limited basis and subject to the receipt of appropriate approvals. Mr. Dumont was required to reimburse the Company in full for the foregoing, except to the extent that the foregoing constituted taxable income. Mr. Dumont participated in a group supplemental medical insurance program available to certain of our senior officers. |

  24. Table of Contents

    | MR. HYZAK* | | | Employment Agreement Term | •Originally effective as of January 26, 2021 •Amendment effective as of January 1, 2024 | | Base Salary | Mr. Hyzak’s base salary was $1,200,000, pursuant to his amended employment agreement. | | Short-Term Incentive | Under his amended employment agreement, Mr. Hyzak had a target bonus opportunity of 150% of his base salary, or $1,800,000, subject to his achievement of performance criteria recommended by the CEO and established by the Compensation Committee. The bonus was payable at 85% of target if the performance criteria were achieved at the threshold payout level, and would not exceed 115% of target if the performance criteria were achieved at the maximum payout level. The actual bonus payout was determined by the Compensation Committee after consultation with the Company’s CEO. In 2025, the total award criteria were certified at 108% (subject to an ESG adjustment factor, which was certified at 100%), and as a result, Mr. Hyzak received a bonus of $1.94 million, paid in February 2026. See “2025 Executive Compensation Performance Criteria.” | | Long-Term Incentive | Under his amended employment agreement, Mr. Hyzak had a target annual equity award opportunity equal to 175% of his base salary, or $2,100,000, subject to his achievement of performance criteria established by the Compensation Committee. The annual equity award would be granted at 85% of target if the performance criteria were achieved at the threshold payout level, and would not exceed 115% of target if the performance criteria were achieved at the maximum payout level. The annual equity award was be paid in the form of RSUs that will vest ratably on each of the first three anniversaries of the grant date, subject to his continued employment as of the applicable vesting date. The total award criteria for the 2025 RSU award were certified at 108% (subject to an ESG adjustment factor, which was certified at 100%), and as a result, Mr. Hyzak received an RSU award of $2.27 million, granted on February 2, 2026. Refer to “2025 Executive Compensation Performance Criteria.” | | Personal Benefits** | Mr. Hyzak was entitled to: •The personal use of Company personnel, facilities and services on a limited basis and subject to the receipt of appropriate approvals. Mr. Hyzak was required to reimburse the Company in full for the foregoing, except to the extent that the foregoing constituted taxable income. Additionally, utilization of Company-owned jet aircraft for personal purposes constituted taxable income to Mr. Hyzak. Mr. Hyzak participates in a group supplemental medical insurance program available to certain of our senior officers. |

  25. Table of Contents

    | MR. HUDSON* | | | Employment Agreement Term | •Originally effective as of September 30, 2019 •First amendment effective as of March 1, 2021 •Second amendment effective as of January 1, 2024 | | Base Salary | Mr. Hudson’s base salary was $1,300,000, pursuant to his second amended employment agreement. | | Short-Term Incentive | Under his second amended employment agreement, Mr. Hudson had a target bonus opportunity of 175% of his base salary, or $2,275,000, subject to his achievement of performance criteria recommended by the CEO and established by the Compensation Committee. The bonus was payable at 85% of target if the performance criteria were achieved at the threshold payout level, and would not exceed 115% of target if the performance criteria were achieved at the maximum payout level. The actual bonus payout was determined by the Compensation Committee after consultation with the Company’s CEO. In 2025, the total award criteria were certified at 108% (subject to an ESG adjustment factor, which was certified at 100%), and as a result, Mr. Hudson received a bonus of $2.46 million, paid in February 2026. Refer to “2025 Executive Compensation Performance Criteria.” | | Long-Term Incentive | Under his second amended employment agreement, Mr. Hudson had a target annual equity award opportunity equal to 200% of his base salary, or $2,600,000, subject to his achievement of performance criteria established by the Compensation Committee. The annual equity award would be granted at 85% of target if the performance criteria were achieved at the threshold payout level, and would not exceed 115% of target if the performance criteria were achieved at the maximum payout level. The annual equity award was paid in the form of RSUs that will vest ratably on each of the first three anniversaries of the grant date, subject to his continued employment as of the applicable vesting date. The total award criteria for the 2025 RSU award were certified at 108% (subject to an ESG adjustment factor, which was certified at 100%), and as a result, Mr. Hudson received an RSU award of $2.81 million, granted on February 2, 2026. Refer to “2025 Executive Compensation Performance Criteria.” On December 23, 2023, Mr. Hudson received options (the “Second Amendment Option Grant”) to purchase 510,157 shares of our Common Stock that will vest on December 31, 2029, subject to his continued employment as of the vesting date. | | Personal Benefits** | Mr. Hudson was entitled to: •The personal use of Company personnel, facilities and services on a limited basis and subject to the receipt of appropriate approvals. Mr. Hudson was required to reimburse the Company in full for the foregoing, except to the extent that the foregoing constituted taxable income. Additionally, utilization of Company-owned jet aircraft for personal purposes constituted taxable income to Mr. Hudson. Mr. Hudson participates in a group supplemental medical insurance program available to certain of our senior officers. |

  26. Change in Control and Termination Payments

    Change in Control and Termination Payments The Previous Employment Agreements in effect during 2025 with Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson provided for payments and the continuation of benefits upon certain terminations of employment, including, for Mr. Goldstein, Mr. Dumont and Mr. Hyzak, upon certain terminations of employment within two years following a change in control of the Company. In addition, these employment agreements with Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson included restrictive covenants relating to future employment. The Compensation Committee believes that eligibility to receive post-termination payments provides important retention incentives during what can be an uncertain time for executives. The eligibility to receive such payments also provides executives with additional monetary motivation to focus on and complete a transaction that our Board believes is in the best interests of our stockholders rather than to seek new employment opportunities. Under their employment agreements, if any payments to our NEOs are subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the “Code”), the payments that are considered to be “parachute payments” will be limited to the greatest amount that can be paid without causing any excise tax to be applied to the executive or loss of deduction to the Company, but only if, by reason of such reduction, the net after-tax benefit to them (as defined in their employment agreements) exceeds the net after-tax benefit if the reduction were not made. Our Amended and Restated 2004 Equity Award Plan was originally established in 2004 and amended most recently in 2024. The purpose of the plan is to provide a means through which the Company may attract able persons to enter and remain in the employ of the Company. The change in control provisions of the plan were designed in furtherance of this goal. Further information about benefits upon certain terminations of employment (including following a change in control) are described under “Executive Compensation and Other Information — Potential Payments Upon Termination or Change in Control.”

  27. Clawback Policy

    Clawback Policy In accordance with the implementation by the SEC of clawback rules promulgated under the Dodd-Frank Act and associated NYSE listing standards requiring issuers to adopt a policy for the clawback of certain compensation awarded to the issuer’s Section 16 officers (in the Company’s case, for 2025, Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson) in the event of certain accounting restatements, the Company has adopted a clawback policy (the “Clawback Policy”) that applies to the Company’s Section 16 officers. The Clawback Policy provides that in the event of a Restatement (as such term is defined in the Clawback Policy), incentive-based compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure (as defined in the Clawback Policy) (“Incentive-Based Compensation”) received by a person that exceeds the amount of applicable Incentive-Based Compensation that otherwise would have been received by the person had such amount been determined based on the applicable restatement shall be automatically and immediately forfeited. The Clawback Policy applies to all Incentive-Based Compensation received by our current and former Section 16 officers on or after October 2, 2023, the effective date specified in the NYSE listing standards. All equity awards, including the annual grants of restricted stock units, made to our NEOs are subject to the Forfeiture Policy and the Clawback Policy.

  28. Grant Practices for Stock Options, Restricted Stock and Restricted Stock Units

    Grant Practices for Stock Options, Restricted Stock and Restricted Stock Units Equity grants under our Amended and Restated 2004 Equity Award Plan are approved by the Compensation Committee or, for certain Team Members who are not directors or executive officers of the Company, approved by our CEO and our President and Chief Operating Officer (for grants prior to March 2, 2026) or any LVS executive vice-president, jointly, pursuant to a specific delegation of authority from the Compensation Committee. Each member of the Compensation Committee is an independent director and a non-employee director within the meaning of Rule 16b-3 under the Exchange Act. The exercise price of all stock options to purchase shares of our Common Stock is equal to the fair market value of our Common Stock on the grant date. Our NEOs are eligible to receive equity annually under their respective employment agreements. These grants are typically determined and approved by the Compensation Committee at a meeting in January of each year and are granted to our NEOs shortly thereafter on a date that falls within the next open trading window (usually January or February). Other employees may also receive restricted stock unit awards annually pursuant to the terms of their respective employment agreements, if applicable, or at the discretion of senior management pursuant to the Compensation Committee’s delegation of authority, as described above. These grants are also typically made in January or February and are always made during an open trading window. Restricted stock units and options may also be granted to both our NEOs and other Team Members on an ad-hoc basis from time to time upon hiring or in other circumstances, including in response to extraordinary corporate events, at the discretion of the Compensation Committee and/or senior management pursuant to the Compensation Committee’s delegation of authority described above. We do not grant stock options in the ordinary course to our NEOs or Team Members. We make one-time grants of stock options to new non-employee directors on the date they first become non-employee directors. We do not grant equity awards in anticipation of the release of material nonpublic information, and do not time the public release of such information based on award grant dates. During the last completed fiscal year, we have not made stock option awards to any NEO during the period beginning four business days before and ending one business day after the filing of a periodic report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  29. Grant Practices for Stock Options, Restricted Stock and Restricted Stock Units

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  30. — THE COMMITTEE’S COMPENSATION CONSULTANTS

    — THE COMMITTEE’S COMPENSATION CONSULTANTS For 2025, the Compensation Committee retained Korn Ferry as its independent compensation consultant. Korn Ferry provided advice on an as-needed basis upon the request of the Compensation Committee. The Compensation Committee determined Korn Ferry to be independent under applicable SEC and NYSE rules, based on the Compensation Committee’s review of the services provided to us as described above and information provided by Korn Ferry, and concluded no conflict of interest exists that would prevent Korn Ferry from independently advising the Compensation Committee. Additionally, in 2025, the Compensation Committee retained Korn Ferry to provide an updated analysis with respect to the appropriate level of compensation for our NEOs. As part of its competitive pay analysis, the Compensation Committee considered information provided by Korn Ferry that compared executive compensation levels for each of our NEOs against the compensation levels of similarly-situated executives in comparable positions at our peer group companies, as identified by Korn Ferry and described below. For purposes of these analyses, the Compensation Committee worked with Korn Ferry to identify an appropriate peer group and determined that no changes were needed to the peer group used in the Company's 2025 proxy statement, as such peer group reflects the Company’s core business characteristics—spanning gaming, accommodations, entertainment, retail, food and beverage, logistics and real estate and the Company’s business, operational, market, and talent profiles. The Company’s peer group is as follows:

  31. — THE COMMITTEE’S COMPENSATION CONSULTANTS

    | •MGM Resorts International | •Vici Properties, Inc. | | •Caesars Entertainment, Inc. | •Starbucks Corporation | | •Wynn Resorts, Limited | •McDonalds Corporation | | •Marriott International, Inc. | •Yum China Holdings, Inc. | | •Hilton Worldwide Holdings Inc. | •Booking Holdings, Inc. | | •Carnival Corporation & plc | •Expedia Group, Inc. | | •Royal Caribbean Cruises Ltd. | •Live Nation Entertainment, Inc. | | •Simon Property Group, Inc. | |

  32. — THE COMMITTEE’S COMPENSATION CONSULTANTS

    To assess the competitiveness of our executive compensation program, the Compensation Committee analyzed compensation data obtained from the proxy materials of the members of our peer group. As part of this process, the Compensation Committee measured our program’s competitiveness by comparing relevant market data against actual pay levels within each compensation component, and in the aggregate, for each executive officer position.

  33. — THE COMMITTEE’S COMPENSATION CONSULTANTS

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  34. — 2025 SUMMARY COMPENSATION TABLE

    — 2025 SUMMARY COMPENSATION TABLE The following table provides information regarding compensation for the years indicated for our NEOs:

  35. — 2025 SUMMARY COMPENSATION TABLE

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS ($) | STOCK AWARDS(1) ($) | OPTION AWARDS(2) ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION(3) ($) | ALL OTHER COMPENSATION(4) ($) | TOTAL ($) | | Robert G. Goldstein | | | | | | | | | | Chairman of the Board and Chief Executive Officer | 2025 | $3,000,000 | $— | $18,448,329 | $— | $6,480,000 | $3,181,332 | $31,109,661 | | | 2024 | $3,000,000 | $— | $11,212,488 | $— | $5,460,000 | $2,179,285 | $21,851,773 | | | 2023 | $3,000,000 | $— | $9,749,944 | $— | $6,900,000 | $2,287,874 | $21,937,818 | | Patrick Dumont | | | | | | | | | | President and Chief Operating Officer | 2025 | $2,500,000 | $— | $4,549,971 | $— | $5,400,000 | $5,842,764 | $18,292,735 | | | 2024 | $2,500,000 | $— | $5,749,985 | $— | $4,550,000 | $5,042,204 | $17,842,189 | | | 2023 | $2,500,000 | $— | $4,999,964 | $— | $5,750,000 | $4,174,814 | $17,424,778 | | Randy Hyzak | | | | | | | | | | Executive Vice President and Chief Financial Officer | 2025 | $1,200,000 | $— | $1,910,963 | $— | $1,944,000 | $170,731 | $5,225,694 | | | 2024 | $1,200,000 | $— | $1,724,990 | $— | $1,638,000 | $174,151 | $4,737,141 | | | 2023 | $1,200,000 | $— | $1,499,960 | $— | $1,725,000 | $49,009 | $4,473,969 | | D. Zachary Hudson | | | | | | | | | | Executive Vice President, Global General Counsel and Secretary | 2025 | $1,300,000 | $— | $2,365,969 | $— | $2,457,000 | $227,726 | $6,350,695 | | | 2024 | $1,300,000 | $— | $1,581,250 | $— | $2,070,250 | $318,886 | $5,270,386 | | | 2023 | $1,100,000 | $— | $1,374,997 | $7,949,993 | $1,581,250 | $41,836 | $12,048,076 |

  36. — 2025 SUMMARY COMPENSATION TABLE

    (1)The amounts in this column represent the grant date fair value of the restricted stock units issued, as determined pursuant to FASB ASC Topic 718. The assumptions used to calculate the grant date fair values are disclosed in Note 17 to the consolidated financial statements for the year ended December 31, 2025, included in our 2025 Annual Report on Form 10-K. Amounts disclosed represent compensation earned based on performance in the prior year. In addition, the 2025 amount reported in this column for Mr. Goldstein includes the incremental fair value, as of the modification date in accordance with ASC Topic 718, with respect to the accelerated vesting of his outstanding RSUs in connection with his transition to Senior Advisor of the Company. See Note 3 under 2025 Grants of Plan-based Awards for more detail. (2)The amounts in this column represent the grant date fair value of the options issued, as determined pursuant to ASC Topic 718. The number of shares underlying the options is based on the Black-Scholes option valuation model. Assumptions used in the Black- Scholes calculation are disclosed in Note 17 to the consolidated financial statements for the year ended December 31, 2025, included in our 2025 Annual Report on Form 10-K. (3)Consists of short-term performance-based cash incentives under the Company’s Executive Cash Incentive Plan as further described in “Compensation Discussion and Analysis — Major Elements of Named Executive Officer Compensation — Short-term Incentives.” Amounts disclosed here represent compensation earned based on performance during the year, but paid in the first quarter of the following year. (4)Amounts included in “All Other Compensation” for 2025 are detailed in the table below.

  37. — 2025 SUMMARY COMPENSATION TABLE

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  38. — 2025 GRANTS OF PLAN-BASED AWARDS

    — 2025 GRANTS OF PLAN-BASED AWARDS The following table presents information on potential payment opportunities in respect of 2025 performance for our NEOs and equity awards granted to them during calendar year 2025 under our Amended and Restated 2004 Equity Award Plan.

  39. — 2025 GRANTS OF PLAN-BASED AWARDS

    | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#) | EXERCISE OR BASE PRICE OF OPTION AWARDS ($/SH) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS(2) ($) | | NAME | GRANT DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | | | | | | Robert G. Goldstein | | | | | | | | | | Annual Bonus | | $5,100,000 | $6,000,000 | $6,900,000 | | | | | | RSU Award | 2/3/2025 | | | | 197,473 | | | $8,872,462 | | Modified RSU Awards(3) | 3/5/2025 | | | | | | | $9,575,867 | | Stock Option | | | | | | — | $— | $— | | Patrick Dumont | | | | | | | | | | Annual Bonus | | $4,250,000 | $5,000,000 | $5,750,000 | | | | | | RSU Award | 2/3/2025 | | | | 101,268 | | | $4,549,971 | | Stock Option | | | | | | — | $— | $— | | Randy Hyzak | | | | | | | | | | Annual Bonus | | $1,530,000 | $1,800,000 | $2,070,000 | | | | | | RSU Award | 2/3/2025 | | | | 42,532 | | | $1,910,963 | | Stock Option | | | | | | — | $— | $— | | D. Zachary Hudson | | | | | | | | | | Annual Bonus | | $1,933,750 | $2,275,000 | $2,616,250 | | | | | | RSU Award | 2/3/2025 | | | | 52,659 | | | $2,365,969 | | Stock Option | | | | | | — | $— | $— |

  40. — 2025 GRANTS OF PLAN-BASED AWARDS

    (1)The amounts shown in these columns represent the range of potential incentive payment opportunities for 2025 based on achieving certain performance criteria established by the Compensation Committee. For 2025, Mr. Goldstein and Mr. Dumont were eligible to receive bonuses of 200% of their annual base salaries and Mr. Hyzak and Mr. Hudson were eligible to receive bonuses of 150% and 175%, respectively, of their annual base salaries, in each case, to the extent the performance criteria set by the Compensation Committee were met. For Mr. Goldstein, Mr. Dumont, Mr. Hyzak and Mr. Hudson, the bonuses for 2025 are payable at 85% of target if the performance criteria are achieved at the threshold payout level, and will not exceed 115% of target if the performance criteria are achieved at the maximum payout level. The actual bonus payout is determined by the Compensation Committee. Refer to the discussion under “Major Elements of Named Executive Officer Compensation — 2025 Employment Agreements,” as well as under “2025 Executive Compensation Performance Criteria” for more information regarding incentive awards. (2)The amounts shown in this column represent the aggregate grant date fair value computed in accordance with ASC Topic 718 regarding share-based payments. For a discussion of the relevant assumptions used in the calculation of these amounts, refer to Note 17 to the consolidated financial statements for the year ended December 31, 2025, included in the Company’s 2025 Annual Report on Form 10-K. (3)Pursuant to the terms of Mr. Goldstein's amended employment agreement, his outstanding RSU awards were accelerated to March 1, 2026, in accordance with his transition to Senior Advisor of the Company. The amounts shown in this row represent the incremental fair value as of the modification date of March 5, 2025, in accordance with ASC Topic 718, with respect to the acceleration of Mr. Goldstein's outstanding RSU awards that were granted in 2024 (75,639 shares) and 2025 (132,305 shares) that would otherwise have been forfeited on March 1, 2026, had his employment agreement not been amended. The incremental fair value does not necessarily correspond to the actual value that may ultimately be realized by Mr. Goldstein. The SEC's disclosure rules require us to report the modification in this table as if it were a new grant.

  41. — 2025 GRANTS OF PLAN-BASED AWARDS

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  42. — OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    — OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END The following table sets forth information concerning our stock options and shares of restricted stock held by our NEOs as of December 31, 2025:

  43. — OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | | OPTION AWARDS | | | | | STOCK AWARDS | | | NAME | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SECURITIES UNDERLYING UNEARNED OPTIONS (#) | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(1) ($) | | Robert G. Goldstein | — | — | — | | | 197,473(3) | $12,853,518 | | | — | — | — | | | 149,054(4) | $9,701,925 | | | — | — | — | | | 57,273(5) | $3,727,900 | | Patrick Dumont | 61,740 | — | — | $52.53 | 3/28/2026 | 101,268(6) | $6,591,534 | | | 1,500,000 | — | — | $34.28 | 12/2/2031 | 76,438(7) | $4,975,349 | | | — | — | — | | | 29,370(5) | $1,911,693 | | Randy Hyzak | 21,358 | — | — | $63.89 | 6/29/2027 | 42,532(8) | $2,768,408 | | | 17,424 | — | — | $75.18 | 2/1/2028 | 22,931(9) | $1,492,579 | | | 39,920 | — | — | $65.31 | 1/30/2030 | 8,811(5) | $573,508 | | | 500,000 | — | — | $34.28 | 12/02/2031 | — | $— | | D. Zachary Hudson | 96,743 | — | — | $57.76 | 9/29/2029 | 52,659(10) | $3,427,574 | | | 400,000 | — | — | $34.28 | 12/02/2031 | 21,020(11) | $1,368,192 | | | — | 510,157(2) | — | $48.63 | 12/12/2033 | 8,077(5) | $525,732 |

  44. — OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    (1)Market value is determined based on the closing price of our Common Stock of $65.09 on December 31, 2025, the last trading day of 2025, as reported on the NYSE and equals the closing price multiplied by the number of shares underlying the grants. (2)The unvested portion of this stock option grant vests on December 31, 2029. (3)The remaining unvested restricted stock units vest as follows: 65,167 restricted stock units vested on February 3, 2026 and 132,306 restricted stock units vested on March 1, 2026. (4)The remaining unvested restricted stock units vest as follows: 73,415 restricted stock units vested on January 29, 2026 and 75,639 restricted stock units vested on March 1, 2026. (5)The remaining unvested restricted stock units vested on January 30, 2026. (6)The remaining unvested restricted stock units vest as follows: 33,419 restricted stock units vested on February 3, 2026, 33,418 restricted stock units vest on February 3, 2027 and 34,431 restricted stock units vest on February 3, 2028. (7)The remaining unvested restricted stock units vest as follows: 37,649 restricted stock units vested on January 29, 2026 and 38,789 restricted stock units vest on January 29, 2027. (8)The remaining unvested restricted stock units vest as follows: 14,036 restricted stock units vested on February 3, 2026, 14,036 restricted stock units vest on February 3, 2027 and 14,460 restricted stock units vest on February 3, 2028. (9)The remaining unvested restricted stock units vest as follows: 11,295 restricted stock units vested on January 29, 2026 and 11,636 restricted stock units vest on January 29, 2027. (10)The remaining unvested restricted stock units vest as follows: 17,378 restricted stock units vested on February 3, 2026, 17,377 restricted stock units vest on February 3, 2027 and 17,904 restricted stock units vest on February 3, 2028. (11)The remaining unvested restricted stock units vest as follows: 10,353 restricted stock units vested on January 29, 2026 and 10,667 restricted stock units vest on January 29, 2027.

  45. — OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

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  46. — OPTION EXERCISES AND STOCK VESTED IN 2025

    — OPTION EXERCISES AND STOCK VESTED IN 2025 The following table sets forth information concerning the exercise of stock options and the vesting of restricted stock units held by our NEOs during 2025:

  47. — OPTION EXERCISES AND STOCK VESTED IN 2025

    | | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE(1) ($) | NUMBER OF SHARES VESTED (#) | VALUE REALIZED ON VESTING(1) ($) | | Robert G. Goldstein | 4,500,000 | $92,407,240 | 129,005 | $5,870,070 | | Patrick Dumont | 363,260 | $6,044,798 | 66,156 | $3,010,274 | | Randy Hyzak | 57,545 | $400,709 | 19,847 | $903,090 | | D. Zachary Hudson | 153,257 | $3,742,790 | 18,193 | $827,828 |

  48. — OPTION EXERCISES AND STOCK VESTED IN 2025

    (1)Market value on each vesting date is determined based on the closing price of our Common Stock as reported on the NYSE on the applicable vesting date (or the last trading date before the vesting date if the vesting date falls on a non-trading date) and equals the closing price multiplied by the number of vested shares (and in the case of stock options, after subtracting the exercise price per share).

  49. — POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    — POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

  50. Named Executive Officers’ Benefits upon Termination or Change in Control

    Named Executive Officers’ Benefits upon Termination or Change in Control The following summaries are qualified in all respects by the terms of the Previous Employment Agreements in effect during 2025 and applicable law.

  51. — POTENTIAL PAYMENTS/BENEFITS UPON TERMINATION OF EMPLOYMENT FOR 2025

    — POTENTIAL PAYMENTS/BENEFITS UPON TERMINATION OF EMPLOYMENT FOR 2025 The table below sets forth information about the potential payments and benefits our NEOs who were employed by us on December 31, 2025, may receive under the Previous Employment Agreements, as in effect on December 31, 2025, upon the termination of their employment with the Company. The amounts shown in the table below are estimates of the maximum payments that each NEO would receive in certain instances assuming a hypothetical employment termination date of December 31, 2025. The amounts actually payable would have been determined only upon the termination of employment of each NEO, taking into account the facts and circumstances surrounding the NEO’s termination of employment, and are qualified in all respects by the terms of the applicable employment agreements and applicable law. The information in the table assumes: •amounts included in cash payments for incentive bonus payments are based on each NEO achieving 100% of their performance targets and/or goals; •the NEO did not become employed by a subsequent employer; and •equity awards vest fully upon terminations without cause or for good reason (whether or not in connection with a change in control), or death or disability, if provided in the applicable employment agreement.

  52. — POTENTIAL PAYMENTS/BENEFITS UPON TERMINATION OF EMPLOYMENT FOR 2025

    | NAME | CASH PAYMENTS | ACCELERATION OF RESTRICTED STOCK UNITS(1) | CONTINUED VESTING OR ACCELERATION OF OPTIONS(2) | CONTINUED HEALTH BENEFITS(3) | TOTAL | | Robert G. Goldstein | | | | | | | Without Cause/For Good Reason | $24,000,000 | $26,283,342 | $— | $— | $50,283,342 | | Without Cause/For Good Reason within 2 Years Following a Change in Control | $33,000,000 | $26,283,342 | $— | $41,786 | $59,325,128 | | Death/Disability | $6,000,000 | $26,283,342 | $— | $— | $32,283,342 | | Patrick Dumont | | | | | | | Without Cause/For Good Reason | $12,500,000 | $13,478,577 | $— | $— | $25,978,577 | | Without Cause/For Good Reason within 2 Years Following a Change in Control | $20,000,000 | $13,478,577 | $— | $41,786 | $33,520,363 | | Death/Disability | $2,500,000 | $13,478,577 | $— | $— | $15,978,577 | | Randy Hyzak | | | | | | | Without Cause/For Good Reason | $3,000,000 | $4,834,495 | $— | $— | $7,834,495 | | Without Cause/For Good Reason within 2 Years Following a Change in Control | $4,800,000 | $4,834,495 | $— | $41,786 | $9,676,280 | | Death/Disability | $1,200,000 | $4,834,495 | $— | $— | $6,034,495 | | D. Zachary Hudson | | | | | | | Without Cause/For Good Reason | $3,605,000 | $— | $2,799,061 | $— | $6,404,061 | | Without Cause/For Good Reason within 2 Years Following a Change in Control | $3,605,000 | $— | $2,799,061 | $— | $6,404,061 | | Death/Disability | $— | $— | $— | $— | $— |

  53. — POTENTIAL PAYMENTS/BENEFITS UPON TERMINATION OF EMPLOYMENT FOR 2025

    (1)Reflects the value of accelerated vesting of restricted stock units, based on the closing price of our Common Stock on December 31, 2025, the last day of trading of 2025, of $65.09 per share. Of the amounts shown in the table, restricted stock units with a value of $12,748,202, $6,537,509 and $2,222,303 for Mr. Goldstein, Mr. Dumont and Mr. Hyzak, respectively, vested during the period from January 1, 2026, through the date of this proxy statement and, accordingly, will not be accelerated in the event of termination of employment. Additionally, restricted stock units with a value of $13,535,140 for Mr. Goldstein vested on March 1, 2026, pursuant to his amended employment agreement with respect to his transition to the role of Senior Advisor. (2)Reflects the value of continued or accelerated vesting of options equal to the excess of (a) the closing price of our Common Stock on December 31, 2025, of $65.09 per share over (b) the applicable exercise price of the options. (3)Continued health benefits represents the estimated cost for providing such benefits the NEO would be entitled to for two years following the date of termination.

  54. — POTENTIAL PAYMENTS/BENEFITS UPON TERMINATION OF EMPLOYMENT FOR 2025

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  55. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K we are providing the following information about the relationship of the annual total compensation of our Team Members and the annual total compensation of Mr. Goldstein, our CEO for 2025:

  56. CEO PAY RATIO

    | CEO PAY RATIO | | | CEO Annual Total Compensation* | $31,109,661 | | Median Employee Annual Total Compensation | $40,215 | | CEO to Median Employee Pay Ratio | 774:1 |

  57. CEO PAY RATIO

    *As reported in the 2025 Summary Compensation Table included in this proxy statement. As required to be disclosed under SEC rules, the amount per the Summary Compensation Table includes the incremental fair value of Mr. Goldstein’s RSU awards, which were modified to provide for acceleration in connection with Mr. Goldstein’s transition to Senior Advisor as previously disclosed by the Company in March 2025. Without the modification to the RSU awards, the CEO pay ratio would have been 535:1. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustments and estimates that we used were as follows: •We determined, as of December 31, 2025, our employee population consisted of 41,594 individuals working at our parent company and consolidated subsidiaries, with 2% of these individuals located in the United States and 98% located outside of the United States. All of these employees are full-time or part-time employees. •We elected to exclude our seasonal or temporary employees who have not worked since July 1, 2025, because they were not employees as of December 31, 2025. •We determined 2025 earnings based on the following elements: –U.S. employees: Medicare wages reported on 2025 Internal Revenue Service Form W-2 –Singapore employees: 2025 cash compensation reported to the Inland Revenue Authority of Singapore –the remaining employees: all cash compensation reported in the local payroll system –we used the exchange rate on December 31, 2025 to convert each non-U.S. employee’s total compensation to U.S. dollars –we annualized the base salary of all full-time and part-time employees who were hired in 2025, but did not work for us or our consolidated subsidiaries for the entire fiscal year. We did not make a full-time equivalent adjustment for any seasonal or temporary employee •Using this methodology, we determined the “median employee” was a full-time employee located in Macao, with wages and overtime pay for the year ended December 31, 2025 in the amount of $37,948. With respect to the annual total compensation of the “median employee,” we identified and calculated the elements of such employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $40,215. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use a variety of methodologies, apply certain exemptions and make assumptions, adjustments and estimates that reflect their compensation practices, the pay ratio we report above may not be comparable to the pay ratio reported by other companies.

  58. CEO PAY RATIO

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  59. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The goal of our director compensation program is to attract, motivate and retain directors capable of making significant contributions to the long term success of the Company and its stockholders. The elements of annual non-employee director compensation for 2025 were as follows:

  60. DIRECTOR COMPENSATION

    | Annual Cash Retainer — Board Service | $150,000 | | Annual Restricted Stock or Restricted Stock Unit Grant(1) | $200,000 | | One-time Stock Option Grant for New Directors(2) | $100,000 | | Annual Cash Retainer — Audit Committee and Special Litigation Committee Chair | $35,000 | | Annual Cash Retainer — Audit Committee and Special Litigation Committee Members | $20,000 | | Annual Cash Retainer — Other Committee Chair(3) | $25,000 | | Annual Cash Retainer — Other Committee Members(3) | $10,000 |

  61. DIRECTOR COMPENSATION

    (1)Each non-employee director may elect to receive either restricted stock or restricted stock units. In accordance with our Amended and Restated 2004 Equity Award Plan, upon vesting of the restricted stock or restricted stock units, non-employee directors historically were not permitted to sell their stock while serving as a member of the Board. Beginning in 2026, non-employee directors are instead subject to stock ownership requirements (refer to “Stockholder Engagement — Adoption of Stock Ownership Requirements” for more details). In 2025, each non-employee director received 4,746 shares of restricted stock. (2)Value of the option grant is based on the Black-Scholes option valuation model. (3)“Other committee” denotes the Compensation Committee, Nominating and Governance Committee and Compliance Committee. Non-employee directors may defer cash compensation payments into our Non-Employee Director Deferred Compensation Plan. None of the non-employee directors has elected to defer any payments to date. Non-employee directors are also reimbursed for expenses incurred in connection with their service as directors, including travel expenses for meeting attendance.

  62. DIRECTOR COMPENSATION

    | Las Vegas Sands 2026 Proxy Statement | 73 |

  63. Table of Contents

    | DIRECTOR COMPENSATION |

  64. 2025 DIRECTOR COMPENSATION TABLE

    2025 DIRECTOR COMPENSATION TABLE The following table describes the compensation arrangements with our non-employee directors for 2025:

  65. 2025 DIRECTOR COMPENSATION TABLE

    | NAME | FEES EARNED ($) | STOCK AWARDS(1) ($) | OPTION AWARDS(2) ($) | ALL OTHER COMPENSATION(3) ($) | TOTAL ($) | | Mark Besca(4) | $175,542 | $200,000 | $100,000 | $— | $475,542 | | Irwin Chafetz | $150,000 | $200,000 | $— | $3,813 | $353,813 | | Micheline Chau | $201,708 | $200,000 | $— | $3,813 | $405,521 | | Charles D. Forman(5) | $150,000 | $200,000 | $— | $3,813 | $353,813 | | Lewis Kramer | $201,708 | $200,000 | $— | $3,813 | $405,521 | | Alain Li | $150,292 | $200,000 | $— | $3,813 | $354,105 | | Micky Pant(6) | $137,417 | $200,000 | $100,000 | $— | $437,417 |

  66. 2025 DIRECTOR COMPENSATION TABLE

    (1)The amounts in this column represent the fair value of the restricted stock issued, as determined pursuant to ASC Topic 718. The restricted stock vests on the earlier to occur of the first anniversary of the date of grant and the date of the Company’s annual meeting of stockholders in the calendar year following the date of grant, in each case, provided that the director is still serving on the Board on the vesting date. As of December 31, 2025, each director held 4,746 unvested shares of restricted stock that will vest on May 14, 2026. (2)Assumptions used in the Black-Scholes calculation are disclosed in Note 17 to the consolidated financial statements for the year ended December 31, 2025, included in the Company’s 2025 Annual Report on Form 10-K. As of December 31, 2025, Mr. Besca, Mr. Li, Mr. Kramer and Mr. Pant held options to acquire 8,136, 6,824, 10,649 and 7,936 shares of our Common Stock, respectively, that vest (or have vested) in five equal installments on each of the first five anniversaries of the respective dates of grant. (3)The amounts in this column include accrued dividends received upon the vesting of restricted stock during 2025 for each director. (4)Mr. Besca joined the Board effective as of January 27, 2025. (5)The amounts in the table exclude fees paid by SCL to Mr. Forman in connection with his service as a member of the board of SCL. (6)Mr. Pant joined the Board effective as of March 11, 2025.

  67. 2025 DIRECTOR COMPENSATION TABLE

    | 74 | Las Vegas Sands 2026 Proxy Statement |

  68. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Stockholders will vote to elect eight directors to hold office for a one-year term. Our Board has recommended Mr. Patrick Dumont, Mr. Mark Besca, Mr. Irwin Chafetz, Ms. Micheline Chau, Mr. Charles D. Forman, Mr. Lewis Kramer, Mr. Alain Li and Mr. Micky Pant for election as directors to serve until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified or their earlier resignation, disqualification, death or removal. If any of the nominees should be unavailable to serve as a director, which is not presently anticipated, it is the intention of the persons named in the proxies to select and cast their votes for the election of such other person or persons as our Board may designate. Information regarding the director nominees is set forth above under the heading “Board of Directors Nominees.”