LVS 8-K Current Reports

Las Vegas Sands 8-K Report, Material Agreement (Nov 3, 2026)

Las Vegas Sands 8-K Report, Corporate Update (Oct 28, 2026)

Las Vegas Sands Corp. (NYSE: LVS) filed a Form 8-K dated October 27, 2026, reporting under Item 8.01 (Other Events) that its majority-owned subsidiary, Sands China Ltd., priced two senior unsecured note offerings totaling $1.0 billion: $700 million of 6.400% senior notes due 2032 and $300 million of 6.700% senior notes due 2033. The offering is expected to close on November 3, 2026, subject to customary closing conditions. The press release is attached as Exhibit 99.1. According to the press release, Sands China expects net proceeds of approximately $989 million from the offering, plus cash on hand, to redeem in full its US$700 million 2.300% senior notes due 2027 along with accrued interest, repay the outstanding balance on its 2024 SCL Revolving Facility, and fund general corporate purposes, including capital expenditures. The refinancing would replace the 2.300% notes with new notes carrying higher coupons, and the filing states Sands China intends to seek a listing of the notes on the Hong Kong Stock Exchange, for which it has received an eligibility letter. The notes have not been registered under the Securities Act and are being offered only to qualified institutional buyers and non-U.S. persons outside the United States, with none offered to the public in Hong Kong. The filing contains no earnings, guidance, or other financial results.

Las Vegas Sands 8-K Report, Corporate Update (Oct 27, 2026)

Las Vegas Sands Corp. (NYSE: LVS) filed a Form 8-K reporting that its majority-owned subsidiary, Sands China Ltd., intends to offer USD-denominated senior unsecured notes. The principal amounts, interest rates and other key terms will be determined at pricing. The filing states that no binding agreement had been entered into as of the press release date, so the offering may or may not occur. The filing states that Sands China intends to use the net proceeds and cash on hand to redeem in full its outstanding US$700 million 2.300% senior notes due 2027, plus accrued interest, to repay the outstanding balance on its 2024 SCL Revolving Facility, and for general corporate purposes, including capital expenditures. Taken together, the stated uses point to refinancing a near-term maturity and reducing revolver borrowings. The notes are not registered under the Securities Act of 1933. They are to be offered only to professional investors that are qualified institutional buyers under Rule 144A and/or non-U.S. persons under Regulation S. Sands China intends to seek a listing on the Hong Kong Stock Exchange and has received an eligibility letter from that exchange for the listing.

Las Vegas Sands 8-K Report, Financial Results (Oct 21, 2026)

Las Vegas Sands Corp. (LVS) furnished an 8-K under Item 2.02 reporting third-quarter 2026 results for the quarter ended September 30, 2026, via a press release dated October 21, 2026 (Exhibit 99.1). Net revenue was $3.22 billion, compared to $3.33 billion in the prior-year quarter. Operating income was $618 million (versus $719 million), and net income was $352 million (versus $491 million). Diluted earnings per share were $0.48, and adjusted earnings per diluted share were $0.54, compared to $0.78 a year earlier. Consolidated adjusted property EBITDA was $1.12 billion, compared to $1.34 billion. Marina Bay Sands adjusted property EBITDA was $590 million versus $743 million, and Macao Operations adjusted property EBITDA was $529 million versus $601 million. Capital returns were a major focus. The company repurchased $950 million of common stock in the quarter (about 21 million shares at a weighted average price of $45.31), leaving $5.06 billion remaining under its program as of September 30, 2026. The Board announced a 20% increase in the recurring common stock dividend for calendar 2027, to $1.44 per share annually ($0.36 per quarter). The company also bought SCL shares for approximately $101 million, raising its SCL ownership to 75.56%. Weighted average borrowing cost was 4.7%, versus 4.5% a year earlier, and unrestricted cash was $2.86 billion at September 30, 2026. Liquidity and spending: capital expenditures were $281 million in the quarter, and total debt outstanding was $15.30 billion. The company cited $4.27 billion available under its revolving credit facilities and $4.57 billion available under a delayed draw term loan for the MBS Expansion Project. The effective tax rate rose to 22.5% from 15.6%, which the company attributed primarily to the mix of operations, including a 17% statutory rate in Singapore.

Las Vegas Sands 8-K Report, Financial Results (Jul 22, 2026)

Las Vegas Sands Corp. furnished this Current Report under Item 2.02 to announce its results for the second quarter ended June 30, 2026, as set forth in Exhibit 99.1 press release dated July 22, 2026. Net revenues were $3.15 billion, compared to $3.18 billion in the prior year quarter, and operating income was $618 million, versus $783 million a year earlier. Net income was $373 million, compared to $519 million, and diluted earnings per share were $0.53, compared to $0.66. Consolidated adjusted property EBITDA was $1.12 billion, compared to $1.33 billion. Management attributed the Macao shortfall to unusually low hold in rolling play, while noting volume growth across all Macao gaming segments and continued strong performance at Marina Bay Sands. Capital return was a major theme. The company repurchased $787 million of common stock during the quarter, about 15 million shares at a weighted average price of $52.37, leaving $29 million remaining under the program at June 30, 2026. On July 21, 2026, the Board increased the remaining repurchase authorization to $6.0 billion and extended the expiration to July 21, 2029. The quarterly dividend remained $0.30 per share, with the next payment on August 12, 2026, to holders of record on August 4, 2026. On the balance sheet, unrestricted cash was $3.38 billion at June 30, 2026, and total debt outstanding, net of deferred offering costs and original issue discounts, excluding finance leases, was $15.11 billion. The company received $1.26 billion in May 2026 from full repayment of a seller financing loan tied to the sale of the Las Vegas real property and operations. Available borrowings were $4.26 billion under revolving facilities and $4.68 billion under a delayed draw term loan for the MBS Expansion Project. Quarterly capital expenditures totaled $332 million.

Las Vegas Sands 8-K Report, Shareholder Vote Results (May 18, 2026)

Las Vegas Sands Corp. reported the results of its Annual Meeting of Stockholders held on May 14, 2026, in this Form 8-K filed under Item 5.07 (Submission of Matters to a Vote of Security Holders). Stockholders voted on three proposals, which are described in detail in the Definitive Proxy Statement. All eight director nominees were submitted for election to the Board of Directors until the 2027 Annual Meeting. Each received more votes for than withheld. Alain Li recorded the most votes withheld at 57,524,522, against 539,238,705 votes for. Mark Besca recorded the fewest votes withheld at 2,167,149. Stockholders also ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 610,631,530 votes for and 3,172,832 against. On the advisory, non-binding vote on executive compensation, stockholders cast 544,615,126 votes for and 52,011,863 votes against, with 136,230 abstentions and 17,218,487 broker non-votes. The filing reports these results only and does not describe any change in board composition or other corporate action.

Las Vegas Sands 8-K Report, Material Agreement (May 13, 2026)

Las Vegas Sands Corp. completed an underwritten public offering on May 13, 2026 of $500 million aggregate principal amount of 5.300% Senior Notes due 2031 and $500 million aggregate principal amount of 5.650% Senior Notes due 2033. The Notes were issued under an existing base indenture dated July 31, 2019, as supplemented, and were sold under a shelf registration statement on Form S-3 and a prospectus supplement dated May 4, 2026. The Notes are unsecured senior obligations ranking equally with the company's other unsecured, unsubordinated obligations, and none of its subsidiaries guarantee them. The company intends to use the net proceeds, together with cash on hand, to redeem in full the outstanding $1.0 billion of its 3.500% Senior Notes due August 2026, plus accrued interest, to pay transaction-related fees and expenses, and for general corporate purposes. The 2031 Notes mature May 15, 2031 and the 2033 Notes mature May 18, 2033, with semi-annual interest payments beginning in November 2026. Both series are redeemable at the company's option before their respective par call dates at the greater of a make-whole amount and par, and at par thereafter. The indenture includes covenants limiting liens, sale and leaseback transactions, and consolidations, mergers, or dispositions of all or substantially all assets, along with customary events of default. Holders may require repurchase at 101% of principal upon certain change of control triggering events, and the notes are subject to redemption requirements imposed by gaming authorities.

Las Vegas Sands 8-K Report, Corporate Update (May 5, 2026)

Las Vegas Sands Corp. entered into an underwriting agreement on May 4, 2026 with Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC and SMBC Nikko Securities America, Inc., as representatives of the several underwriters, to issue and sell two series of senior notes. The offering consists of $500,000,000 aggregate principal amount of 5.300% Senior Notes due 2031, priced at 99.787% of principal, and $500,000,000 aggregate principal amount of 5.650% Senior Notes due 2033, priced at 99.873% of principal. The offering is expected to close on or about May 13, 2026, subject to customary closing conditions. The underwriting agreement contains customary representations, warranties, covenants, closing conditions, indemnification and contribution provisions. The filing notes that certain underwriters and their affiliates have performed, and may in the future perform, financial advisory and investment banking services for the company, and that some are lenders or agents for lenders under the company's credit facilities. The filing is a brief Item 8.01 disclosure, and the full underwriting agreement is filed as Exhibit 1.1 and incorporated by reference. The filing does not state the use of proceeds.

Las Vegas Sands 8-K Report, Financial Results (Apr 22, 2026)

Las Vegas Sands Corp. furnished an 8-K under Item 2.02 on April 22, 2026, attaching a press release announcing results for the first quarter ended March 31, 2026. Net revenues rose 25.3% to $3.59 billion from $2.86 billion, operating income was $904 million versus $609 million, and net income was $641 million versus $408 million. Diluted earnings per share were $0.85, up 73.5% from the prior year, and consolidated adjusted property EBITDA was $1.42 billion, up 24.6% from $1.14 billion. Adjusted earnings per diluted share were $0.91 versus $0.59 in the prior year quarter, per the press release's non-GAAP reconciliation. By segment, Macao Operations net revenues were $2.11 billion versus $1.71 billion, and Marina Bay Sands net revenues were $1.49 billion versus $1.16 billion. Sands China Ltd. reported GAAP net revenues up 23.6% to $2.10 billion and net income up 45.5% to $294 million. Weighted average debt was $16.0 billion at a 4.6% borrowing cost, compared with 4.9% a year earlier. Capital return remained a focus. The company repurchased $740 million of common stock during the quarter, with $817 million remaining under its authorization as of March 31, 2026. It paid a $0.30 quarterly dividend, with the next payment set for May 13, 2026. Unrestricted cash was $3.33 billion and total debt was $15.57 billion as of March 31, 2026. After quarter-end, the company repaid HKD 2.40 billion (about $307 million) under the 2024 SCL Revolving Facility, and it reported $4.94 billion available under a delayed draw term loan for the MBS Expansion Project.

Las Vegas Sands 8-K Report, Executive Changes (Mar 5, 2026)

Las Vegas Sands Corp. (LVS) reports in this Form 8-K, under Item 5.02, that its Board appointed Patrick Dumont as Chairman, Chief Executive Officer, President and Treasurer effective March 1, 2026, as previously disclosed. In connection with that appointment and with other leadership arrangements, the company entered into new employment agreements with Mr. Dumont, Randy Hyzak (Executive Vice President and Chief Financial Officer), and D. Zachary Hudson (Executive Vice President, Global General Counsel and Secretary). Each agreement is effective March 2, 2026 and runs through March 2, 2031. Mr. Dumont's base salary is $2,500,000, unchanged from his prior agreement. Mr. Hyzak's base salary is $1,350,000 and Mr. Hudson's is $1,600,000. The agreements set target annual cash incentive opportunities of 250% of base salary for Mr. Dumont, 200% for Mr. Hyzak, and 200% for Mr. Hudson. Target annual equity award opportunities are 725% of base salary for Mr. Dumont, 250% for Mr. Hyzak, and 425% for Mr. Hudson. Mr. Dumont's package also includes security services, Company-owned aircraft use for business and personal purposes, and, at his election, first-class commercial travel and hotel accommodations. Severance terms apply to each executive. Termination without cause or for good reason, subject to a release, pays one times base salary plus target bonus, with a pro-rata target bonus and one year of benefits continuation. Termination within twenty-four months after a change of control pays two times that amount with two years of benefits continuation. Death or disability pays one times base salary and any unpaid prior-year cash bonus. Each agreement also includes a one-year non-competition and non-solicitation covenant and a perpetual confidentiality covenant. The filing states that complete copies of the Employment Agreements will be filed with the Company's Quarterly Report on Form 10-Q for the quarter ending March 31, 2026.

Las Vegas Sands 8-K Report, Executive Changes (Feb 13, 2026)

Las Vegas Sands Corp. (LVS) disclosed a leadership transition. Effective March 1, 2026, Robert G. Goldstein, Chairman and Chief Executive Officer, will move to the role of senior advisor. On February 12, 2026, the Board appointed Patrick Dumont, the Company's President and Chief Operating Officer, as Chairman, Chief Executive Officer, President and Treasurer, effective March 1, 2026. Mr. Dumont has served as President and COO since January 2021 and previously held the roles of Executive Vice President and Chief Financial Officer (March 2016 to January 2021) and Senior Vice President, Finance and Strategy, among others. The filing notes that Mr. Dumont is the son-in-law of Dr. Miriam Adelson, whose family trusts and entities control more than 50 percent of the voting power of the Company's Common Stock. The filing states that no compensation decisions in connection with his promotion have been made. Also effective March 1, 2026, Mr. Dumont will become Chairman of the Board of the Company's majority-owned subsidiary, Sands China Ltd. (SCL), and Chairman of SCL's Nomination Committee, following an announcement by SCL on February 13, 2026 Hong Kong time. The Company issued a press release on February 13, 2026, furnished as Exhibit 99.1, which states that Mr. Goldstein will serve as senior advisor through March 2028 and that Mr. Dumont is responsible for the company's new $8 billion ultra-luxury development in Singapore, which broke ground in July 2025. For investors, the filing is primarily a governance and succession update rather than a financial disclosure; it contains no financial results. The filing is structured as a furnished press release under Regulation FD, and the Company states that this information is not deemed filed for purposes of Section 18 of the Exchange Act.

Las Vegas Sands 8-K Report, Financial Results (Jan 28, 2026)

Las Vegas Sands Corp. furnished this Form 8-K under Item 2.02 to report results for the fourth quarter ended December 31, 2025, via a press release dated January 28, 2026 (Exhibit 99.1). For the quarter, net revenues were $3.65 billion, compared to $2.90 billion in the prior year quarter, operating income was $707 million (versus $590 million), and net income was $448 million (versus $392 million). Consolidated adjusted property EBITDA was $1.41 billion, compared to $1.11 billion. Net income attributable to Las Vegas Sands for full year 2025 was $1.63 billion, or $2.35 per diluted share, versus $1.45 billion, or $1.96 per diluted share, in 2024. The company repurchased $500 million of common stock in the quarter (approximately 8 million shares at a weighted average price of $61.39), leaving $1.56 billion remaining under its authorization as of December 31, 2025. It also bought 25 million shares of Sands China Ltd. common stock, raising its ownership to 74.80%. The next quarterly dividend is $0.30 per share, payable February 18, 2026. Unrestricted cash was $3.84 billion at year-end, and total debt, net of deferred offering costs and original issue discounts and excluding finance leases, was $15.63 billion. In January 2026 the company redeemed in full the $800 million 3.800% SCL Senior Notes due January 8, 2026, funded by a HKD 6.20 billion (about $797 million) draw under the 2024 SCL Revolving Facility. By segment, Marina Bay Sands generated adjusted property EBITDA of $806 million in the quarter, and Macao Operations generated $608 million. Both results included favorable high-hold effects on rolling play ($45 million at Marina Bay Sands and $26 million in Macao). The filing also notes that a hold-adjusted win analysis showed a $71 million negative adjusted property EBITDA impact in the quarter when measured against expected win percentages.

Las Vegas Sands 8-K Report, Corporate Update (Oct 27, 2025)

Las Vegas Sands Corp. (LVS) filed this Current Report on Form 8-K under Item 8.01 (Other Events) to disclose a planned transition and related stock sales by its Chairman and Chief Executive Officer, Robert G. Goldstein. As previously announced on March 6, 2025, Mr. Goldstein will transition to the role of senior advisor on March 1, 2026. In connection with this transition, he intends to sell some or all of his holdings of the Company's common stock between October 27, 2025 and March 1, 2026, including shares underlying his vested option awards, for financial diversification purposes. The timing and amount of sales will depend on a variety of factors. The filing states that Mr. Goldstein sold 300,000 shares of common stock on October 27, 2025 as part of this plan. The company states that his belief in the Company's prospects remains strong and that the sales are intended solely for financial diversification. The filing also includes a cautionary note on forward-looking statements that references the Company's intended board of directors and chief executive officer changes, and directs readers to the risk factors in the Company's Forms 10-K and 10-Q. The filing does not state any financial results or other operating figures.

Las Vegas Sands 8-K Report, Financial Results (Oct 22, 2025)

Las Vegas Sands Corp. furnished a press release under Item 2.02 reporting results for the quarter ended September 30, 2025. Net revenue was $3.33 billion, compared to $2.68 billion in the prior-year quarter. Operating income was $719 million (versus $504 million), and net income was $491 million (versus $353 million). Consolidated adjusted property EBITDA was $1.34 billion, compared to $991 million. Marina Bay Sands contributed $743 million of adjusted property EBITDA and Macao operations contributed $601 million. The filing states that high hold on rolling play positively impacted adjusted property EBITDA by $43 million at Marina Bay Sands and by $2 million in Macao. Capital return was a major theme. The company repurchased $500 million of common stock during the quarter (about 9 million shares at a weighted average price of $54.39). On October 21, 2025, the Board increased the remaining repurchase authorization to $2.0 billion and extended its expiration to November 3, 2027. The Board also announced a $0.20 increase in the recurring common stock dividend for calendar 2026, raising the annual dividend to $1.20 per share ($0.30 per quarter). The company also bought $337 million of Sands China Ltd. common stock during the third quarter and through October 10, 2025, raising its SCL ownership to 74.76%. Balance sheet items included unrestricted cash of $3.35 billion and total debt outstanding of $15.63 billion as of September 30, 2025. The company cited $4.46 billion available under its U.S., SCL and Singapore revolving credit facilities and $4.89 billion available under a delayed draw term loan for the MBS Expansion Project. Weighted average borrowing cost was 4.5%, compared to 5.1% in the prior-year quarter. Third-quarter capital expenditures totaled $229 million. Adjusted net income attributable to LVS was $536 million, and adjusted earnings per diluted share were $0.78, compared to $0.44 in the prior-year quarter, based on the non-GAAP reconciliations in the press release.

Las Vegas Sands 8-K Report, Corporate Update (Aug 11, 2025)

Las Vegas Sands Corp. filed this Form 8-K dated August 7, 2025 (filed August 11, 2025) under Item 8.01, Other Events. The filing reports a single corporate governance development: Sands China Ltd. (SCL), a majority-owned subsidiary of Las Vegas Sands Corp., announced on August 8, 2025 Hong Kong time (August 7, 2025 U.S. time) that its Board of Directors appointed Patrick Dumont as a member of the SCL Board, effective immediately. The filing contains no financial results, financial statements, or quantitative disclosures. It does not describe the reasons for the appointment, Mr. Dumont's background, or any changes to compensation or committee assignments. The registrant's signatory is D. Zachary Hudson, Executive Vice President, Global General Counsel and Secretary. For investors, the disclosure is administrative in nature. It reflects board composition at the Macau subsidiary, which is relevant to oversight of a major operating unit, but it does not on its own indicate a change in the company's financial position or outlook.

Las Vegas Sands 8-K Report, Financial Results (Jul 23, 2025)

Las Vegas Sands Corp. furnished this Form 8-K under Item 2.02 to report results for the second quarter ended June 30, 2025, via a press release attached as Exhibit 99.1. The company reported net revenues of $3.18 billion (compared to $2.76 billion a year earlier), operating income of $783 million (compared to $591 million), and net income of $519 million (compared to $424 million). Consolidated adjusted property EBITDA was $1.33 billion, up from $1.07 billion. Marina Bay Sands was a key driver, with adjusted property EBITDA of $768 million versus $512 million in the prior-year quarter, while Macao Operations adjusted property EBITDA was $566 million versus $561 million. Adjusted earnings per diluted share were $0.79, compared to $0.55 a year earlier. Capital returns and balance sheet items were also highlighted. The company repurchased $800 million of common stock during the quarter, with $1.20 billion remaining under its authorization as of June 30, 2025. Unrestricted cash was $3.45 billion, and total debt excluding finance leases was $15.68 billion. The company issued $1.50 billion of senior unsecured notes in May 2025 and used proceeds to redeem $500 million of 2.900% notes due 2025. Capital expenditures for the quarter totaled $286 million. The press release notes that hold-adjusted win results reduced net revenues by $148 million and adjusted property EBITDA by $114 million in the quarter, driven mainly by Marina Bay Sands, where the expected Rolling Chip win percentage was revised to 3.70% from 3.30%. The filing also furnishes non-GAAP measures, including adjusted net income, adjusted earnings per diluted share and consolidated adjusted property EBITDA, with reconciliations to GAAP results included in the exhibit.

Las Vegas Sands 8-K Report, Shareholder Vote Results (May 16, 2025)

Las Vegas Sands Corp. (LVS) reported in this Form 8-K, filed May 16, 2025, the results of three proposals voted on at its Annual Meeting of Stockholders held on May 15, 2025. The filing covers Item 5.07, Submission of Matters to a Vote of Security Holders. It does not include any financial results, guidance, or transactions. Stockholders elected all nine nominees to the Board of Directors, each to serve until the 2026 Annual Meeting: Mark Besca, Irwin Chafetz, Micheline Chau, Patrick Dumont, Charles D. Forman, Robert G. Goldstein, Lewis Kramer, Alain Li and Micky Pant. Votes for each nominee ranged from 539,119,151 (Micheline Chau) to 659,462,909 (Mark Besca), with votes withheld ranging from 1,675,664 (Mark Besca) to 122,019,422 (Micheline Chau). Each nominee received 18,143,807 broker non-votes. Stockholders also ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, with 675,494,521 votes for, 3,703,863 against and 83,996 abstentions. On the advisory, non-binding vote on executive compensation, the filing reports 412,041,478 votes for, 248,143,010 against, 954,085 abstentions and 18,143,807 broker non-votes. The votes for exceeded the votes against, but the against count is substantial, and the filing refers to the Definitive Proxy Statement for the full description of each proposal.

Las Vegas Sands 8-K Report, Material Agreement (May 6, 2025)

On May 6, 2025, Las Vegas Sands Corp. completed an underwritten public offering of $1.0 billion of 5.625% Senior Notes due 2028 and $500 million of 6.000% Senior Notes due 2030. The notes were sold under a shelf registration statement on Form S-3 and a prospectus supplement dated April 29, 2025. The notes are unsecured senior obligations that rank equally with the company's other unsecured and unsubordinated obligations, and none of the company's subsidiaries guarantee them. The company intends to use the net proceeds, together with cash on hand, to redeem in full the $500 million outstanding 2.900% Senior Notes due June 2025 and accrued interest, pay transaction-related fees and expenses, and for general corporate purposes, which may include repurchases of common stock under the existing board authorization. The 2028 notes mature June 15, 2028 and the 2030 notes mature June 14, 2030, with semi-annual interest payments beginning December 2025. The indenture contains covenants limiting liens, sale and leaseback transactions, and consolidations, mergers, or dispositions of all or substantially all consolidated assets, along with customary events of default. Upon certain change of control triggering events, the company must offer to repurchase the notes at 101% of principal plus accrued interest. The notes are also subject to redemption requirements imposed by gaming authorities where the company operates.

Las Vegas Sands 8-K Report, Corporate Update (Apr 30, 2025)

On April 29, 2025, Las Vegas Sands Corp. entered into an underwriting agreement with Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters, for the issuance and sale of two series of senior notes. The offering consists of $1,000,000,000 aggregate principal amount of 5.625% Senior Notes due 2028, priced at 99.925% of principal, and $500,000,000 aggregate principal amount of 6.000% Senior Notes due 2030, priced at 99.889% of principal. The offering is expected to close on or about May 6, 2025, subject to customary closing conditions. The underwriting agreement contains customary representations, warranties, covenants, closing conditions, and mutual indemnification and contribution provisions. The filing also notes that certain underwriters and their affiliates have performed, and may in the future perform, financial advisory and investment banking services for the company, and that certain of them are lenders, and in some cases agents for lenders, under the company's credit facilities. The total principal amount of the offering is $1.5 billion. The filing attaches the underwriting agreement as Exhibit 1.1 and incorporates it by reference, and includes the cover page interactive data file (Exhibit 104).

Las Vegas Sands 8-K Report, Financial Results (Apr 23, 2025)

Las Vegas Sands Corp. reported first quarter 2025 results in a press release furnished as Exhibit 99.1 to this Item 2.02 report. Net revenue was $2.86 billion, compared to $2.96 billion in the prior year quarter, and net income was $408 million, compared to $583 million. Operating income was $609 million, versus $717 million a year earlier. Consolidated Adjusted Property EBITDA was $1.14 billion, compared to $1.21 billion. Net income attributable to Las Vegas Sands Corp. was $352 million, or $0.49 per diluted share, compared to $494 million, or $0.66 per diluted share. Adjusted earnings per diluted share were $0.59, compared to $0.73. By segment, Macao Adjusted Property EBITDA was $535 million, down from $610 million, with management citing low hold on rolling play as a $10 million negative impact. Marina Bay Sands Adjusted Property EBITDA rose to $605 million from $597 million. Management said market growth in Macao has softened in the current environment, while describing Marina Bay Sands as continuing to deliver outstanding financial and operating performance. On capital returns and balance sheet, the company repurchased $450 million of common stock during the quarter, leaving $1.10 billion remaining under its program as of March 31, 2025. On April 22, 2025, the Board increased the remaining repurchase authorization to $2.0 billion. Unrestricted cash was $3.04 billion, total debt excluding finance leases was $13.71 billion, and $4.44 billion was available for borrowing under revolving credit facilities. Capital expenditures totaled $379 million, and the quarterly dividend of $0.25 per share was paid during the quarter.

Las Vegas Sands 8-K/A Report, Executive Changes (Mar 11, 2025)

Las Vegas Sands Corp. filed this Form 8-K/A amendment on March 11, 2025, to update its January 27, 2025 Current Report regarding board changes. The original report disclosed that the Board of Directors elected Mark Besca as a new director, effective immediately, without any committee assignments at that time. This amendment discloses that on March 11, 2025, the Board appointed Mr. Besca as Chair of the Board's Compliance Committee and as a member of the Board's Audit Committee, effective immediately. The filing indicates that Mr. Besca will receive compensation for his committee services as described under the heading "Director Compensation" in the Company's proxy statement for its 2024 annual meeting of stockholders, filed with the SEC on March 29, 2024. For investors, the filing is a governance update rather than a financial disclosure. It contains no financial results or dollar amounts, and its primary significance is that a newly appointed director now chairs the Compliance Committee and sits on the Audit Committee, roles that bear on oversight of regulatory compliance and financial reporting.

Las Vegas Sands 8-K Report, Executive Changes (Mar 11, 2025)

On March 11, 2025, Las Vegas Sands Corp.'s Board of Directors elected Muktesh "Micky" Pant as a new member of the Board, effective immediately. The Board also appointed Mr. Pant to serve on its Nominating and Governance Committee and Compliance Committee, effective immediately. The filing states that there are no arrangements between Mr. Pant and any other person under which he was selected as a director, and no transactions requiring disclosure under Item 404(a) of Regulation S-K in which he has a material interest. As a non-employee director and committee member, Mr. Pant will be compensated as described under "Director Compensation" in the Company's proxy statement for its 2024 annual meeting, filed March 29, 2024. For investors, this is a board composition change rather than a financial event. The filing contains no financial results, guidance, or operational figures.

Las Vegas Sands 8-K Report, Executive Changes (Mar 6, 2025)

Las Vegas Sands Corp. (LVS) disclosed on March 6, 2025 that Robert G. Goldstein, its Chairman and Chief Executive Officer, will transition to the role of senior advisor effective March 1, 2026. Both the company and Mr. Goldstein intend the senior advisor role to be his sole position with the company and its subsidiaries as of that date. The Board intends to appoint Patrick Dumont, President and Chief Operating Officer, as Chairman and Chief Executive Officer upon the transition. Under a First Amendment to Employment Agreement dated March 5, 2025, Mr. Goldstein will provide consulting services for a two-year term beginning after March 1, 2026, covering government relations, pursuing new physical development opportunities, and gaming strategies. He will receive an annual consulting fee of $4.5 million during the term. Equity awards previously granted to him will be deemed vested as of the expiration date, subject to his continued employment through March 1, 2026 and his execution of a release. He will also keep certain benefits during the term, including company aircraft use (personal use capped at 125 hours of flight time per year), first-class hotel accommodations for business travel, and related tax gross-ups. The company's press release on the leadership transition, furnished as Exhibit 99.1, describes Mr. Goldstein's career, including his role in developing The Venetian Las Vegas and his appointment as Chairman and CEO following the death of Sheldon G. Adelson in January 2021. The press release states that Mr. Goldstein has agreed to serve as senior advisor through March 2028.

Las Vegas Sands 8-K Report, Agreement Terminated (Mar 3, 2025)

Las Vegas Sands Corp. reported under Item 1.02 (Termination of a Material Definitive Agreement) that its subsidiary, Marina Bay Sands Pte. Ltd. ("MBS"), terminated its existing Singapore credit facility. The termination took effect in connection with the consummation of a new Facility Agreement dated February 21, 2025 (the "2025 Singapore Credit Facility Agreement") with lenders and DBS Bank Ltd., as agent and security trustee. The filing states that the new agreement was previously disclosed. On February 28, 2025, MBS prepaid all outstanding Facility A Loans and Facility D Loans under the Existing Facility Agreement, originally dated June 25, 2012. It also repaid all Ancillary Outstandings, reduced the Available Facility for each facility to zero, and cancelled the Ancillary Commitment of each Ancillary Lender. The filing states that all amounts outstanding under the Finance Documents have been discharged in full and that no lender commitment under the Existing Facility Agreement remains in force. The filing does not state dollar amounts for the repayments, the size of the new facility, or its interest terms. For investors, the key point is that the legacy MBS facility has been fully repaid and terminated, with the financing now governed by the 2025 Singapore Credit Facility Agreement.

Las Vegas Sands 8-K Report, Material Agreement (Feb 24, 2025)

On February 21, 2025, Marina Bay Sands Pte. Ltd. ("MBS" or the "Borrower"), a subsidiary of Las Vegas Sands Corp. ("LVSC"), entered into a Facility Agreement (the "2025 Singapore Credit Facility Agreement") with lenders and DBS Bank Ltd. as agent and security trustee. The facilities comprise a SGD 3.75 billion term loan (approximately $2.81 billion), a SGD 750 million revolving credit facility (approximately $561 million), and a SGD 7.5 billion delayed draw term loan facility (approximately $5.61 billion), with amounts stated at exchange rates in effect on February 21, 2025. The term loan proceeds and revolver may refinance existing indebtedness, pay fees and interest, fund dividends and support general corporate purposes, while delayed draw proceeds are restricted to development and construction costs of the MBS Expansion Project. The facilities are secured by a first-priority security interest in substantially all of the Borrower's assets, excluding capital stock and certain third-party-financed furniture, fixtures, fittings and equipment. Borrowings bear interest at Compounded Singapore Overnight Rate Average plus a variable margin tied to the Borrower's Debt to Consolidated Adjusted EBITDA ratio. The Term Loan Facility, Revolving Facility and Delayed Draw Term Loan Facility mature 84, 78 and 84 months, respectively, from the Closing Date, and the agreement includes maximum leverage, minimum interest coverage and positive net worth covenants, along with customary events of default. Separately, on February 18, 2025, the Borrower notified DBS Bank Ltd. of its intent to voluntarily prepay all outstanding indebtedness under its 2012 Singapore Credit Agreement, with the prepayment conditioned on receipt of proceeds from the new facilities. The filing also attaches the facility agreement as Exhibit 10.1, with certain schedules omitted under Item 601(a)(5) of Regulation S-K.

Las Vegas Sands 8-K Report, Financial Results (Jan 29, 2025)

Las Vegas Sands Corp. furnished a press release under Item 2.02 reporting its results for the fourth quarter ended December 31, 2024. For the quarter, net revenues were $2.90 billion, a decrease of 0.7% from the prior year quarter, operating income was $590 million (versus $710 million), and net income was $392 million (versus $469 million). Consolidated adjusted property EBITDA was $1.11 billion, compared to $1.20 billion a year earlier. Macao Adjusted Property EBITDA was $571 million and Marina Bay Sands Adjusted Property EBITDA was $537 million, with low hold on rolling play in Macao negatively affecting results by $22 million. For full year 2024, operating income was $2.40 billion, compared to $2.31 billion in 2023, and net income attributable to Las Vegas Sands was $1.45 billion, or $1.96 per diluted share, versus $1.22 billion, or $1.60 per diluted share, in 2023. Sands China Ltd. (SCL) net revenues decreased 5.0% to $1.76 billion for the quarter, while full-year SCL net revenues increased 8.4% to $7.08 billion. On capital allocation, the company repurchased $450 million of its common stock during the quarter and purchased $250 million of SCL stock, raising its SCL ownership to 72.3% as of January 7, 2025. Unrestricted cash was $3.65 billion at December 31, 2024, total debt outstanding (excluding finance leases and financed purchases) was $13.62 billion, and $4.44 billion was available for borrowing under revolving credit facilities. Quarterly capital expenditures totaled $547 million, and the next quarterly dividend is $0.25 per share, payable February 19, 2025.

Las Vegas Sands 8-K Report, Bylaw Amendment (Jan 28, 2025)

Las Vegas Sands Corp. filed this Current Report on Form 8-K to disclose that its Board of Directors approved and adopted the Fourth Amended and Restated By-Laws on January 28, 2025, effective immediately. The new by-laws amend and restate the Third Amended and Restated By-Laws in their entirety. The principal change is the Company's election to opt out of Sections 78.378 to 78.3793, inclusive, of the Nevada Revised Statutes, which relate to acquisitions of controlling interests in the Company. The amendments also include other minor updates. The filing does not report any financial results or financial statement data. The full text of the amended by-laws, marked to show amended text, is filed as Exhibit 3.1 and incorporated by reference. The filing also includes the cover page Interactive Data File (Exhibit 104).

Las Vegas Sands 8-K Report, Executive Changes (Jan 27, 2025)

Las Vegas Sands Corp. filed this Current Report on Form 8-K to disclose a board change. On January 27, 2025, the Company's Board of Directors elected Mark Besca as a new member of the Board, effective immediately. The filing states that there are no arrangements between Mr. Besca and any other person under which he was selected as a director, and no related-party transactions under Item 404(a) of Regulation S-K in which he has a material interest. As a non-employee director, Mr. Besca will be compensated for his services as described under the heading "Director Compensation" in the Company's proxy statement for its 2024 annual meeting of stockholders, filed with the SEC on March 29, 2024. The filing does not disclose any financial results, guidance, or other operational metrics. For investors, the filing is a governance update adding one independent-style board seat effective immediately, with no stated financial impact or change to executive management.

Las Vegas Sands 8-K Report, Material Agreement (Jan 10, 2025)

Las Vegas Sands Corp. (LVS) disclosed that its indirect wholly owned subsidiary, Marina Bay Sands Pte. Ltd. ("MBS"), entered into a second supplemental agreement dated January 8, 2025 to the Development Agreement with the Singapore Tourism Board ("STB") for the MBS Expansion Project. The Development Agreement was originally entered into on April 3, 2019, when MBS made an upfront premium payment of $963 million to lease the land underlying the project site through August 21, 2066. Since 2019, MBS has advanced its development plans and made changes that require a new allocation of gross floor area across the project by the STB, along with the purchase of 2,000 square meters of approved gaming area and 10,000 square meters of ancillary area supporting the gaming area. Under the Second Supplemental Agreement, MBS committed to assume liability for the land premium associated with this additional gaming area purchase, as well as other land premium adjustments resulting from changes to gross floor area allocations since the 2019 payment. The agreement also formalizes construction commencement and completion dates of July 8, 2025 and July 8, 2029, respectively, previously agreed in an April 1, 2024 letter agreement. The additional upfront payment is currently anticipated to be approximately $1 billion. For investors, the key takeaway is a roughly $1 billion anticipated additional upfront payment tied to expanding the MBS project's gaming and other allocated uses, with a formal construction schedule now set in the agreement. The filing includes forward-looking statements, and the full agreement is attached as Exhibit 10.1, with certain schedules omitted under Item 601(a)(5) of Regulation S-K.

Las Vegas Sands 8-K Report, Financial Results (Oct 23, 2024)

Las Vegas Sands Corp. furnished a Form 8-K under Item 2.02 on October 23, 2024, attaching a press release reporting its results for the quarter ended September 30, 2024. Net revenues were $2.68 billion, compared to $2.80 billion in the prior-year quarter. Operating income was $504 million (versus $688 million), and net income was $353 million (versus $449 million). Consolidated adjusted property EBITDA was $991 million, compared to $1.12 billion a year earlier. Management attributed the weaker quarter to lower-than-expected hold in Singapore and disruption from ongoing development work at The Londoner Macao. Low Rolling Chip hold reduced Macao adjusted property EBITDA by $2 million and Marina Bay Sands adjusted property EBITDA by $78 million. On capital returns, the company repurchased $450 million of common stock during the quarter. On October 22, 2024, the Board increased the remaining repurchase authorization from $195 million to $2.0 billion and extended its expiration to November 3, 2026. The Board also announced a $0.20 increase to the recurring common stock dividend for calendar 2025, raising the annual rate to $1.00 per share ($0.25 per quarter). The company separately acquired $44 million of Sands China Ltd. stock, which the press release says raised its ownership of SCL to 71.31%. Balance sheet items include unrestricted cash of $4.21 billion, $4.47 billion available for borrowing under revolving facilities, and total debt of $13.88 billion excluding finance leases and financed purchases. On October 23, 2024, SCL entered into a new credit facility comprising a HKD 19.50 billion revolving facility and a HKD 12.95 billion term loan, with the term loan usable to repay SCL's 5.125% Senior Notes due August 2025.

Las Vegas Sands 8-K Report, Material Agreement (Oct 23, 2024)

Las Vegas Sands Corp. reported that on October 23, 2024, its indirect subsidiary Sands China Ltd. entered into a new facility agreement, the 2024 SCL Credit Facility, with Bank of China Limited, Macau Branch, as agent. The facility includes a HKD 19.50 billion (approximately $2.51 billion) unsecured revolving credit facility maturing October 23, 2029, and a HKD 12.95 billion (approximately $1.67 billion) unsecured term loan facility. Sands China may draw on the revolver until September 24, 2029, and on the term loan until August 31, 2025, with the term loan drawdown intended to repay its unsecured 5.125% Senior Notes due August 2025. In connection with the new facility, commitments under Sands China's 2018 SCL Credit Facility, as amended through May 11, 2023, were terminated. Loans under the new facility bear interest at HIBOR plus a margin; the initial revolving margin is 2.50% per annum, the term loan margin is 1.65% per annum, and the commitment fee on undrawn amounts is 0.60% per annum. The revolving margin is tied to a consolidated leverage ratio. The agreement includes customary covenants, including limits on secured indebtedness, sale and leaseback transactions, and dividends, as well as restrictions on repaying the $1.0 billion subordinated unsecured term loan made available by the Company to Sands China unless Sands China's cash balance remains at least $250 million after such payments. It also requires a maximum leverage ratio and a minimum interest coverage ratio, and contains events of default tied to gaming operations and certain land concession contracts. The full agreement is to be filed as an exhibit to the Company's Form 10-Q for the period ending September 30, 2024.

Las Vegas Sands 8-K Report, Financial Results (Jul 24, 2024)

Las Vegas Sands Corp. furnished a press release reporting second-quarter 2024 results for the quarter ended June 30, 2024. Net revenue was $2.76 billion, compared with $2.54 billion in the prior-year quarter. Operating income was $591 million (versus $537 million), and net income was $424 million (versus $368 million). Net income attributable to Las Vegas Sands Corp. was $353 million, or $0.48 per diluted share, compared with $312 million, or $0.41, a year earlier. Consolidated adjusted property EBITDA rose to $1.07 billion from $973 million. Marina Bay Sands contributed $512 million of adjusted property EBITDA and Macao operations contributed $561 million. The company said Macao's low hold on rolling play reduced its adjusted property EBITDA by $4 million, while high hold on rolling play at Marina Bay Sands increased that segment's adjusted property EBITDA by $64 million. Capital allocation and balance sheet items were also disclosed. The company repurchased $400 million of common stock (about 9 million shares at a weighted average price of $45.77), leaving $645 million remaining under its repurchase program, and paid a $0.20 quarterly dividend. Unrestricted cash was $4.71 billion and total debt, excluding finance leases and financed purchases, was $13.72 billion, with $4.43 billion available for borrowing under its revolving credit facilities. In May 2024 the company issued $1.75 billion of senior unsecured notes and used the proceeds and cash on hand to redeem in full its $1.75 billion 3.200% Senior Notes due August 8, 2024. It also repurchased $175 million of its 5.125% SCL Senior Notes due August 8, 2025. Second-quarter capital expenditures totaled $285 million. Interest expense, net of amounts capitalized, fell to $186 million from $210 million, and the weighted average borrowing cost was 5.0% versus 5.4%. The filing furnishes the results under Item 2.02 and includes non-GAAP measures (adjusted net income, adjusted earnings per diluted share, and consolidated adjusted property EBITDA) with reconciliations to GAAP figures in the press release exhibits. In those reconciliations, adjusted earnings per diluted share were $0.55 versus $0.46 in the prior-year quarter.

Las Vegas Sands 8-K Report, Material Agreement (May 16, 2024)

On May 16, 2024, Las Vegas Sands Corp. completed an underwritten public offering of $1.75 billion in senior unsecured notes, consisting of $750 million of 5.900% Senior Notes due 2027, $500 million of 6.000% Senior Notes due 2029, and $500 million of 6.200% Senior Notes due 2034. The notes were issued under a base indenture dated July 31, 2019, as supplemented, and were sold pursuant to a prospectus dated November 3, 2023 and a prospectus supplement dated May 7, 2024, forming part of a Form S-3 shelf registration. The company intends to use the net proceeds from the offering and cash on hand to redeem in full the outstanding $1.75 billion aggregate principal amount of its 3.200% Senior Notes due August 8, 2024. The notes are unsecured senior obligations ranking equally with the company's other unsecured and unsubordinated obligations, and none of the company's subsidiaries guarantee them. The indenture contains covenants that limit the company and its subsidiaries' ability to incur liens, enter into sale and leaseback transactions, and consolidate, merge, or sell all or substantially all of its consolidated assets, along with customary events of default. The notes are subject to gaming-authority redemption requirements, and upon certain change of control triggering events the company must offer to repurchase them at 101% of principal plus accrued interest.

Las Vegas Sands 8-K Report, Executive Changes (May 10, 2024)

Las Vegas Sands Corp. reported two items in this May 10, 2024 Current Report, covering stockholder actions taken at its May 9, 2024 Annual Meeting. The most significant is stockholder approval of the Las Vegas Sands Corp. Amended and Restated 2004 Equity Award Plan, which the Board had previously approved subject to that vote. The amendment extends the plan's term through December 14, 2029 and increases the shares of common stock available for equity-based awards by 10,000,000. The full plan is filed as Exhibit 10.1, and a summary appears in the Definitive Proxy Statement filed March 28, 2024. Stockholders also elected seven directors to serve until the 2025 Annual Meeting: Irwin Chafetz, Micheline Chau, Patrick Dumont, Charles D. Forman, Robert G. Goldstein, Lewis Kramer and Alain Li. Vote counts varied widely among nominees. Chau and Kramer received substantially more withheld votes than the other nominees, with Chau at 210,690,881 withheld and Kramer at 207,916,636 withheld. Alain Li received the most votes for, at 680,028,944. Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024, with 702,145,384 votes for and 2,581,964 against. The advisory vote on executive compensation drew 449,298,263 votes for and 237,376,009 against, along with 210,974 abstentions and 18,079,217 broker non-votes.

Las Vegas Sands 8-K Report, Corporate Update (May 8, 2024)

On May 7, 2024, Las Vegas Sands Corp. entered into an underwriting agreement with Barclays Capital Inc., BofA Securities, Inc. and Goldman Sachs & Co. LLC, as representatives of the underwriters named therein, to issue and sell three series of senior notes. The offering comprises $750,000,000 of 5.900% Senior Notes due 2027 priced at 99.870% of principal, $500,000,000 of 6.000% Senior Notes due 2029 priced at 99.853% of principal, and $500,000,000 of 6.200% Senior Notes due 2034 priced at 99.869% of principal. The offering is expected to close on or about May 16, 2024, subject to customary closing conditions. The underwriting agreement contains customary representations, warranties, covenants, closing conditions, and mutual indemnification and contribution provisions. The filing also discloses that certain underwriters and their affiliates have performed, and may in the future perform, financial advisory and investment banking services for the company for customary fees, and that some are lenders or agents under the company's credit facilities. The filing is brief and reports the terms of the note offering only; it does not describe the use of proceeds in the text provided. The full underwriting agreement is filed as Exhibit 1.1, with certain exhibits and schedules omitted under Item 601(a)(5) of Regulation S-K.

Las Vegas Sands 8-K Report, Financial Results (Apr 17, 2024)

Las Vegas Sands Corp. furnished this Form 8-K under Item 2.02 to disclose its results of operations and financial condition for the first quarter ended March 31, 2024, via a press release attached as Exhibit 99.1. The company reported net revenues of $2.96 billion, up from $2.12 billion in the prior-year quarter, operating income of $717 million (versus $378 million), and net income of $583 million (versus $145 million). Consolidated adjusted property EBITDA was $1.21 billion, compared to $792 million a year earlier. Macao Operations adjusted property EBITDA was $610 million and Marina Bay Sands adjusted property EBITDA was $597 million. The filing notes that low hold on rolling play in Macao reduced Macao adjusted property EBITDA by $31 million, while high hold on rolling play at Marina Bay Sands increased its adjusted property EBITDA by $77 million. On capital allocation, the company repurchased $450 million of common stock (approximately 9 million shares at a weighted average price of $52.47) during the quarter, leaving $1.05 billion remaining under its repurchase authorization. It paid a quarterly dividend of $0.20 per share and announced another $0.20 dividend payable May 15, 2024. Unrestricted cash was $4.96 billion as of March 31, 2024, and total debt outstanding, excluding finance leases and financed purchases, was $13.94 billion. Capital expenditures for the quarter totaled $196 million. The effective tax rate fell to 2.8% from 25.6%, which management attributed primarily to a 17% statutory rate on Singapore operations and the finalization of tax agreements in Macao. The filing also presents non-GAAP measures, including adjusted net income, adjusted earnings per diluted share, and consolidated adjusted property EBITDA, with reconciliations to GAAP results. Adjusted earnings per diluted share were $0.75, compared to $0.28 in the prior-year quarter, against GAAP diluted earnings of $0.66 and $0.19.

Las Vegas Sands 8-K Report, Material Agreement (Apr 5, 2024)

Las Vegas Sands Corp. (LVS) reported two developments in this Form 8-K. On April 3, 2024, its subsidiary Marina Bay Sands Pte. Ltd. (MBS) and the Singapore Tourism Board entered into a letter agreement, dated April 1, 2024 and effective April 3, 2024, that amends the Development Agreement for the expansion project. The amendment extends the Construction Commencement Date deadline to July 8, 2025 and the Construction Completion Date deadline to July 8, 2029, and MBS undertakes to submit its application for the Planning Permission by October 15, 2024. On April 5, 2024, the Company and MBS issued a press release, furnished as Exhibit 99.1 and not deemed filed under the Exchange Act, outlining design and program enhancements to the Marina Bay Sands expansion. The expansion will include a luxury hotel tower with a sky roof, a 15,000-seat entertainment arena and additional premium MICE space, with full-scale construction anticipated to begin by July 2025, subject to planning approval, and targeted completion by July 2029. The press release also describes a separate US$1.75 billion reinvestment in the existing property, which has already completed refurbishment of Hotel Towers 1 and 2, with work now focusing on Hotel Tower 3, the Hotel Lobby and the Sands SkyPark. It states the integrated resort directly employs more than 11,500 Team Members, a figure expected to rise as the expansion proceeds.

Las Vegas Sands 8-K Report, Material Agreement (Apr 3, 2024)

Las Vegas Sands Corp. (LVS) reported on its Form 8-K filed April 3, 2024 that it entered into a new Revolving Credit Agreement dated April 3, 2024 (the Closing Date) with lenders and issuing banks party thereto and The Bank of Nova Scotia as administrative agent, swingline lender and an issuing bank. The new facility provides for aggregate principal of $1.5 billion, including a $150 million sub-facility for letters of credit, for working capital, general corporate purposes and other purposes not prohibited by the agreement. Outstanding loans are scheduled to mature, and unused commitments to terminate, on April 3, 2029. On the Closing Date, the company terminated and repaid all outstanding obligations under its existing Revolving Credit Agreement dated August 9, 2019, as amended, with Scotiabank as administrative agent. The filing states that the new facility was entered into in connection with that refinancing, which is the Item 1.02 termination disclosed alongside the Item 2.03 creation of a direct financial obligation. For investors, the key terms are pricing and covenants. Loans bear interest at either SOFR plus an applicable margin of 1.125% to 1.550% per annum, or an alternate base rate plus 0.125% to 0.550% per annum, depending on the borrower's corporate family credit rating. The undrawn commitment fee ranges from 0.125% to 0.250% per annum. The financial covenant caps the Borrower and its Restricted Subsidiaries at a maximum consolidated net leverage ratio of 4.00 to 1.00, tested at each fiscal quarter end, alongside customary negative covenants on liens, subsidiary indebtedness, mergers and certain investments. Customary events of default apply, and a majority of lenders may terminate unused commitments and accelerate amounts outstanding upon a continuing default.

Las Vegas Sands 8-K/A Report, Financial Results (Feb 7, 2024)

Las Vegas Sands Corp. filed Amendment No. 1 on Form 8-K/A to furnish a corrected version of its January 24, 2024 fourth-quarter and full-year 2023 results press release (Exhibit 99.1). The only changes correct the weighted average common share counts, which revised basic and diluted earnings per share. Full-year diluted EPS from continuing operations is now $1.60 (previously $1.62), and adjusted earnings per diluted share from continuing operations is $1.86 (previously $1.89). Weighted average basic and diluted shares for 2023 are now 763 million and 765 million, respectively. No other changes were made to the original filing. For the fourth quarter of 2023, the company reported net revenues of $2.92 billion, compared with $1.12 billion in the prior-year quarter, and net income of $469 million. Consolidated adjusted property EBITDA was $1.20 billion, with Macao Operations contributing $654 million and Marina Bay Sands contributing $544 million. The press release noted that low hold on rolling play in Macao reduced Macao adjusted property EBITDA by $40 million, while high hold on rolling play at Marina Bay Sands increased its adjusted property EBITDA by $71 million. For full-year 2023, net revenues were $10.37 billion and net income from continuing operations was $1.43 billion. On capital allocation, the company repurchased $505 million of its common stock in the fourth quarter (approximately 11 million shares at a weighted average price of $45.40) and had $1.50 billion remaining under its repurchase authorization. It also agreed to buy approximately $250 million of Sands China common stock, to be completed in the first half of 2024. At December 31, 2023, unrestricted cash was $5.11 billion and total debt, excluding finance leases and financed purchases, was $14.01 billion. Fourth-quarter capital expenditures totaled $325 million.

Las Vegas Sands 8-K/A Report, Executive Changes (Jan 25, 2024)

Las Vegas Sands Corp. (LVS) filed this amendment to its Current Report on Form 8-K from January 18, 2024. The Board of Directors had elected Alain Li as a new director on January 18, 2024, effective January 22, 2024. The amendment reports that on January 22, 2024, the Board appointed Mr. Li to its Audit, Nominating and Governance, and Compliance Committees, effective immediately, which the original report had not yet covered. The Board also decreased its size to seven directors. Committee members are compensated under the 'Director Compensation' section of the company's 2023 proxy statement, filed March 31, 2023, with the annual committee member retainers increased to $20,000 for the Audit Committee and $10,000 for each of the Compliance and Nominating and Governance Committees. For investors, the filing is a governance update rather than a financial disclosure. It shows board composition changes and higher annual retainers for certain committee members, and it contains no financial results or other financial figures.

Las Vegas Sands 8-K Report, Executive Changes (Jan 25, 2024)

Las Vegas Sands Corp. (LVSC) and its wholly-owned subsidiary, Las Vegas Sands, LLC, entered into a first amendment to the employment agreement with Randy A. Hyzak, Executive Vice President and Chief Financial Officer. The Amendment, dated January 25, 2024 and effective as of January 1, 2024, extends the employment term to December 31, 2029. This filing is limited to executive compensation and employment terms under Item 5.02 and does not report financial results or other company-level financial figures. Under the Amendment, beginning in 2024, Mr. Hyzak will be eligible for a target annual cash bonus equal to 150% of his base salary and a target annual restricted stock unit award equal to 175% of his base salary. If his employment is terminated without cause or for good reason, and subject to a release of claims, he will be eligible for cash severance paid over twelve months equal to the sum of his base salary and target annual cash bonus, along with other separation payments and benefits. The Amendment adds a perpetual non-disparagement covenant. Existing covenants continue to apply, including one-year non-competition and non-solicitation covenants and perpetual confidentiality and intellectual property covenants. The full text of the Amendment is to be filed with the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

Las Vegas Sands 8-K Report, Financial Results (Jan 24, 2024)

Las Vegas Sands Corp. reported fourth quarter 2023 results in a press release furnished under Item 2.02 of this Form 8-K. Net revenues were $2.92 billion for the quarter, compared to $1.12 billion in the prior year quarter, an increase of 161.0%. Operating income was $710 million versus an operating loss of $166 million a year earlier, and net income from continuing operations was $469 million, compared to a net loss of $269 million. Consolidated adjusted property EBITDA reached $1.20 billion, versus $222 million in the fourth quarter of 2022. For full year 2023, net revenues were $10.37 billion and net income from continuing operations was $1.43 billion, or $1.62 per diluted share. By segment, Macao adjusted property EBITDA was $654 million and Marina Bay Sands adjusted property EBITDA was $544 million for the quarter. Management noted that low hold on rolling play in Macao reduced Macao adjusted property EBITDA by $40 million, while high hold on rolling play at Marina Bay Sands increased its adjusted property EBITDA by $71 million. Sands China Ltd. reported GAAP net revenues of $1.86 billion and net income of $288 million for the quarter. On capital allocation, the company repurchased $505 million of its common stock during the quarter, with $1.50 billion remaining under its authorization. It also agreed to purchase approximately $250 million of Sands China common stock, expected to be completed in the first half of 2024. Unrestricted cash was $5.11 billion at December 31, 2023, and total debt outstanding, excluding finance leases and financed purchases, was $14.01 billion.

Las Vegas Sands 8-K Report, Executive Changes (Jan 18, 2024)

Las Vegas Sands Corp. reported in this Form 8-K, filed January 18, 2024 under Item 5.02, that two directors are leaving the Board. Nora Jordan and David Levi each notified the Company on January 13, 2024 that they are resigning effective January 22, 2024. The filing states that neither resignation resulted from any disagreement with the Company on its operations, policies or practices. The Board also elected Alain Li as a new director, effective January 22, 2024, which the filing discloses was made on January 18, 2024. The filing states there are no arrangements between Mr. Li and any other person under which he was selected, and no related-party transactions under Item 404(a) of Regulation S-K in which he has a material interest. As a non-employee director, Mr. Li will be compensated as described in the 2023 proxy statement under "Director Compensation," except that the annual restricted stock or restricted stock unit grant has been increased to $200,000. For investors, the filing is a board-composition change: two departures and one addition, all effective the same date. It does not disclose financial results or any other financial figures beyond the $200,000 director equity grant.

Las Vegas Sands 8-K Report, Executive Changes (Dec 14, 2023)

Las Vegas Sands Corp. (LVSC) disclosed in this Form 8-K, filed December 14, 2023, that on December 13, 2023 it and its wholly-owned subsidiary, Las Vegas Sands, LLC, entered into a second amendment to the employment agreement with D. Zachary Hudson, Executive Vice President, Global General Counsel and Secretary. The amendment is effective January 1, 2024 and sets an employment term expiring December 31, 2029. Under the amendment, beginning in 2024 Mr. Hudson will be eligible for a base salary of $1,300,000, a target annual cash bonus of 175% of base salary, and a target annual restricted stock unit award of 200% of base salary. On December 13, 2023 he also received a one-time grant of options to purchase 510,157 shares of LVSC common stock, vesting on December 31, 2029, subject to continued employment through that date. If he is terminated without cause or resigns for good reason, and signs a release of claims, he would receive cash severance over twelve months equal to his base salary plus target annual cash bonus, along with accelerated vesting of the portion of the option grant that would have vested by the termination date under pro-rata annual vesting from the grant date. His existing one-year non-competition and non-solicitation covenants, and perpetual confidentiality, intellectual property and non-disparagement covenants, continue to apply. The full amendment will be filed with the Company's Form 10-K for the year ended December 31, 2023.

Las Vegas Sands 8-K Report, Corporate Update (Nov 30, 2023)

Las Vegas Sands Corp. disclosed in this Form 8-K, filed November 30, 2023, that it entered into an underwriting agreement dated November 28, 2023 relating to a secondary offering of its common stock. Dr. Miriam Adelson and the Miriam Adelson Trust, as Selling Stockholders, are selling 46,264,168 shares of common stock at a public offering price of $44.00 per share, with Goldman Sachs & Co. LLC and BofA Securities, Inc. acting as representatives of the underwriters. The Company itself did not sell any securities in the Offering and will not receive any proceeds from the shares sold by the Selling Stockholders. Separately, the Company agreed to repurchase 5,783,021 shares of its common stock from the Underwriters, concurrently with the closing, at the public offering price less underwriting discounts and commissions. The Offering is expected to close on December 1, 2023. The Selling Stockholders and certain related trusts entered into lock-up agreements for 365 days from the pricing date, restricting certain transactions in the common stock. The Offering was made under the Company's automatic shelf registration statement on Form S-3 (File No. 333-275303), filed November 3, 2023, and a related prospectus supplement dated November 28, 2023.

Las Vegas Sands 8-K Report, Financial Results (Oct 18, 2023)

Las Vegas Sands Corp. furnished this Form 8-K under Item 2.02 to report results for the third quarter ended September 30, 2023, via a press release attached as Exhibit 99.1. The company reported net revenues of $2.80 billion, compared to $1.01 billion in the prior-year quarter, and operating income of $688 million, compared to an operating loss of $177 million. Net income from continuing operations was $449 million, compared to a net loss from continuing operations of $380 million in the third quarter of 2022. Consolidated adjusted property EBITDA was $1.12 billion, compared to $191 million a year earlier, with Macao Operations adjusted property EBITDA of $631 million and Marina Bay Sands adjusted property EBITDA of $491 million. The company also reported a weighted average borrowing cost of 5.4% (versus 4.8% a year earlier), interest income of $79 million, and an effective income tax rate of 21.4%. Unrestricted cash was $5.57 billion as of September 30, 2023, and total debt outstanding, excluding finance leases and financed purchases, was $14.17 billion. Third-quarter capital expenditures totaled $330 million. Capital returns were a key element of the release. The company paid a quarterly dividend of $0.20 per common share, declared a further $0.20 dividend payable November 15, 2023, and, on October 16, 2023, its Board increased the repurchase authorization from $916 million to $2.0 billion, extending it to November 3, 2025. The company intends to resume its share repurchase program in the fourth quarter of 2023.

Las Vegas Sands 8-K Report, Financial Results (Jul 19, 2023)

Las Vegas Sands Corp. furnished an 8-K under Item 2.02 on July 19, 2023, attaching its press release announcing results for the quarter ended June 30, 2023. The company reported net revenues of $2.54 billion for the quarter, compared to $1.05 billion in the prior-year quarter, and operating income of $537 million, compared to an operating loss of $147 million a year earlier. Net income from continuing operations was $368 million, versus a net loss from continuing operations of $414 million in the second quarter of 2022. Consolidated adjusted property EBITDA was $973 million, compared to $209 million, which the company described as its strongest financial performance since 2019. Marina Bay Sands adjusted property EBITDA was $432 million and Macao Operations adjusted property EBITDA was $541 million. The company also announced the resumption of its capital return program, reinstating its quarterly dividend at $0.20 per common share, payable August 16, 2023 to stockholders of record on August 8, 2023. Balance sheet items included unrestricted cash of $5.77 billion as of June 30, 2023, $3.67 billion available for borrowing under its revolving credit facilities, and total debt outstanding, excluding finance leases and financed purchases, of $14.70 billion. During the quarter, $1.20 billion was repaid on the Sands China revolving credit facility. Capital expenditures totaled $196 million for the quarter. The filing reports a weighted average borrowing cost of 5.4%, up from 4.3% a year earlier, and interest expense, net of amounts capitalized, of $210 million, compared to $162 million. The effective income tax rate was 11.8%, compared to 36.2% in the prior-year quarter, which the company attributed primarily to a 17% statutory rate on its Singapore operations.

Las Vegas Sands 8-K Report, Material Agreement (May 12, 2023)

Las Vegas Sands Corp. reported through this Form 8-K that its indirect subsidiary Sands China Ltd. entered into an amended and restated facility agreement dated May 11, 2023 with Bank of China Limited, Macau Branch, as agent, and its lenders. The amendment extends the termination date for the HKD and USD commitments of consenting lenders (the Extending Lenders) from July 31, 2023 to July 31, 2025, and extends to January 1, 2024 the waiver period for compliance with the Consolidated Leverage Ratio (maximum 4.00 to 1.00) and Consolidated Interest Coverage Ratio (greater than 2.50 to 1.00) covenants in Clause 20.2. The agreement also revises the covenant framework. The maximum Consolidated Leverage Ratio is set at 6.25x for the quarter ending March 31, 2024, 5.50x for June 30, 2024, 5.00x for September 30, 2024, 4.50x for December 31, 2024, and 4.00x for March 31, 2025 and subsequent quarters. The definition of Consolidated Total Debt is amended to exclude subordinated financial indebtedness, including the $1 billion subordinated unsecured term loan the Company made available to Sands China. In addition, the restriction on Sands China's dividends and distributions, which applies when the leverage ratio exceeds 4.00 to 1.00 and total commitments exceed $2 billion, is extended to January 1, 2025, unless liquidity exceeds $2 billion after the payment. The Extending Lenders hold HKD 17,633 million (approximately $2,251 million) and $237 million of USD commitments, which the filing states represent 100% of the total available commitments under the agreement. The new terms take effect for these lenders on July 31, 2023, and Sands China agreed to pay a customary fee to the Extending Lenders.

Las Vegas Sands 8-K Report, Shareholder Vote Results (May 12, 2023)

Las Vegas Sands Corp. reported the results of its Annual Meeting of Stockholders held on May 11, 2023, where stockholders voted on five proposals described in the Definitive Proxy Statement. All eight director nominees (Irwin Chafetz, Micheline Chau, Patrick Dumont, Charles D. Forman, Robert G. Goldstein, Nora M. Jordan, Lewis Kramer, and David F. Levi) were listed as elected to serve on the Board until the 2024 Annual Meeting, with Votes For ranging from 499,715,476 (Micheline Chau) to 641,842,574 (Robert G. Goldstein). Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2023, with 728,500,271 votes for, 2,017,887 against, and 133,977 abstentions. On the advisory vote on executive compensation, Votes For were 485,356,447 and Votes Against were 223,603,007. On the frequency of future advisory votes, the largest number of votes, 705,274,253, was cast for one year, and the Company determined to include an annual advisory vote on named executive officer compensation in its proxy materials until the next required frequency vote. A shareholder proposal requiring disclosure in the proxy statement of each director nominee's self-identified gender and race/ethnicity, along with certain skills and attributes, received 130,272,416 votes for and 576,668,913 votes against, with 2,680,112 abstentions. Broker non-votes were 21,030,694 on each of the proposals that recorded them.

Las Vegas Sands 8-K Report, Financial Results (Apr 19, 2023)

Las Vegas Sands Corp. furnished this Form 8-K under Item 2.02 to report its results of operations and financial condition for the first quarter ended March 31, 2023, through a press release attached as Exhibit 99.1. The company reported net revenues of $2.12 billion, compared to $943 million in the prior-year quarter, and operating income of $378 million, versus an operating loss of $302 million a year earlier. Net income from continuing operations was $145 million, compared to a net loss from continuing operations of $478 million in the first quarter of 2022. Consolidated adjusted property EBITDA was $792 million, compared to $110 million in the prior-year quarter. Diluted earnings per share were $0.19, versus $3.31 in the prior-year quarter, which included $3.80 per share from discontinued operations. By segment, Marina Bay Sands generated adjusted property EBITDA of $394 million on net revenues of $848 million, and Macao operations generated $398 million of adjusted property EBITDA on net revenues of $1.28 billion. Management attributed the improvement to a robust recovery in travel and tourism spending in Macao and Singapore, although the release notes that travel restrictions and reduced visitation continued to weigh on performance during the quarter. Interest expense, net of amounts capitalized, rose to $218 million from $156 million, with the weighted average borrowing cost at 5.4% compared to 4.2% a year earlier. Unrestricted cash was $6.53 billion, total debt outstanding excluding finance leases and financed purchases was $15.97 billion, and capital expenditures were $166 million for the quarter. The filing also presents non-GAAP measures, including adjusted net income, adjusted earnings per diluted share, consolidated adjusted property EBITDA, and hold-normalized measures that adjust for variances in table games win percentages. Reconciliations to the comparable GAAP measures are provided in the attached exhibits.