AddedRisk Factors
Korea and Vietnam. In addition, certain countries, such as Japan, have legalized casino gaming, while others, such as Thailand, may in the future legalize casino gaming.
LVSLas Vegas Sands
- Employees
- 41,500
- Headquarters
- Las Vegas, NV
- Next results
- around Jan 27, 2027
10-K 0001300514-26-000013 (2026-02-06) vs 10-K 0001300514-25-000040 (2025-02-07)
| Section | Compared text | Words now | Changed |
|---|---|---|---|
| Risk Factors | Item 1A | 11,434 | 10.7% |
| MD&A | Item 7 | 11,636 | 26.5% |
| Legal Proceedings | Item 3, via Note 16 – Commitments and Contingencies | 3,155 | 21.8% |
| Accounting Policies | Item 8, Note 2 – Summary of Significant Accounting Policies | 4,903 | 13.4% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Risk Factors 508 words changed in this paragraph; it is 50% similar to last year's version.
There may be risks and uncertainties associated with the evolving laws and regulations in China, including their interpretation and implementation with respect to the enforcement of laws, rules and regulations and the possibility of changes thereto with little advance notice. If, in the future, there were to be any significant governmental influence on, or in relation to our business or operations, or significant control over offerings of our securities or foreign investment in China-based issuers, this could potentially significantly limit or completely hinder our ability to offer or continue to offer securities to investors, cause the value of our securities to significantly decline or be worthless and affect our ability to list securities on a U.S. or other foreign exchange. For example, on August 20, 2021, the Standing Committee of the National People's People’s Congress (“SCNPC”) promulgated the Personal Information Protection Law of the PRC (“PIPL”), which became effective on November 1, 2021. As the first systematic and comprehensive law specifically for the protection of personal information in the PRC, the PIPL provides extraterritorial effect on the personal information processing activities. activities where certain conditions apply. Since some of our data processing activities outside mainland China from our Macao Operations relate to the offering of goods or services directed at natural persons in mainland China, our businesses from our Macao Operations operated outside mainland China are could potentially be subject to the requirements of PIPL. However, the implementation rules to the extraterritorial jurisdiction of the PIPL have not been finalized yet, and it remains unclear how the Chinese government will enforce such law. If the extraterritorial jurisdiction under the PIPL were to be extended to us, law extraterritorially remain unclear. While our Macao Operations would be subject operations have implemented certain measures to certain data privacy obligations, which could potentially result in a material change to our operations. These data comply with the cyber and privacy obligations would primarily include bearing contemplated in PIPL and related laws, regulations and measures, to the responsibility for our personal information processing activities, and adopting the necessary measures to safeguard the security of the personal information we process in compliance with the standards required under the PIPL, the failure of which may result in us being ordered to correct or suspend or terminate the provision of services, confiscation of illegal income, fines or other penalties. Specifically, if the PIPL were to become applicable to us, we would be required to (i) notify the individuals concerned of the processing of their personal information in detail and establish legal bases for such processing; (ii) improve internal data governance by implementing managerial and technical security measures and response plans for security incidents; (iii) designate a person in charge of personal information protection where we qualify as a “quantity processor” (to be defined by the CAC); (iv) establish a special agency or designate a representative within the territory of the PRC to be responsible for handling matters relating to personal information protection; (v) establish and make public the procedure for individuals to exercise their rights related to personal information; (vi) conduct an impact assessment on personal information protection before any high-risk processing activities; (vii) conclude an agreement with such vendor and supervise its processing where we entrust processing of personal information to any vendor; and (viii) meet one of the conditions prescribed by the PIPL where we transfer personal information outside the territory of the PRC due to business or other needs. In addition, under the PIPL, where an overseas organization or individual engages in personal information processing activities extent that infringe upon the personal information rights and interests of PRC citizens or endangering the national security and public interests of the PRC, the CAC may include such organization or individual in the list of subjects to whom provision of personal information is restricted or prohibited, announce the same, and take measures such as restricting or prohibiting provision of personal information to such organization or individual. Moreover, if the recent Chinese regulatory actions on data security or other data-related laws and regulations were to become applicable to us in the future, we they could become subject to certain cybersecurity and data privacy obligations, which could potentially result in a material change apply to our operations, there are still uncertainties in relation to the implementation and enforcement of the failure extraterritorial application of PIPL and related laws and regulations, with respect to meet such obligations could result in penalties cross-border data transfers and other regulatory actions against us and may materially and adversely affect our business and results of operations. cyber incident reporting requirements.
Source: Item 1A, 10-K 0001300514-26-000013 vs Item 1A, 10-K 0001300514-25-000040
MD&A 272 words changed in this paragraph; it is 31% similar to last year's version.
Source: Item 7, 10-K 0001300514-26-000013 vs Item 7, 10-K 0001300514-25-000040
Accounting Policies 145 words changed in this paragraph; it is 33% similar to last year's version.
In November 2023, September 2025, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40) (“ASU 2025-06”), which revises the approach to Reportable Segment Disclosures, which enhances reportable segment disclosure requirements primarily through expanded disclosures around significant segment expenses. The amendments are accounting for internal-use software costs by eliminating all references to the stages of software development projects, thereby making the guidance adaptable to a variety of software development methodologies. ASU 2025-06 will be effective for fiscal years annual periods beginning after December 15, 2023, 2027, and for interim periods within fiscal years beginning after December 15, 2024. The amendments should be applied retrospectively to all prior periods presented in the financial statements. those annual reporting periods, on a prospective, modified or retrospective basis, with early adoption permitted. The Company adopted is assessing the new accounting pronouncement on January 1, 2024. The adoption of this effect the guidance did not will have an effect on the Company’s financial position, condition, results of operations and cash flows. See “Note 20 — Segment Information” for additional disclosures.
Source: Item 8, Note 2 – Summary of Significant Accounting Policies, 10-K 0001300514-26-000013 vs Item 8, Note 2 – Summary of Significant Accounting Policies, 10-K 0001300514-25-000040
Legal Proceedings 102 words changed in this paragraph; it is 76% similar to last year's version.
On October 17, 2024, the Macao Second Instance Court issued an order rejecting Plaintiff's Plaintiff’s appeal of the Macao First Instance Court's Court’s April 28, 2022 judgment based on procedural defects, and again found the Plaintiff to be litigating in bad faith. faith, and declined to address the interlocutory appeals that had been filed by the parties. On October 29 and November 1, 2024, respectively, the U.S. Defendants and Plaintiff moved for clarification of the Second Instance Court’s decision not to hear certain interlocutory appeals. On November 5, 2024, Plaintiff filed a notice stating that its time to appeal should not begin to run until after the Macao Second Instance Court resolves the clarification motions and that Plaintiff intends to file a notice of appeal at that time or, in the alternative, Plaintiff asked the Macao Second Instance Court to treat its November 5 filing as a notice of appeal. On November 14, 2024, Plaintiff applied to rectify both its notice of appeal and its request for clarification. On November 18, 2024, the U.S. Defendants responded to Plaintiff's Plaintiff’s request for clarification. The matter is currently pending before By order dated March 21, 2025, the Macao Second Instance Court. Court denied both motions for clarification, and it found that Plaintiff’s prior filings did not constitute a notice of appeal. On April 7, 2025, Plaintiff filed a notice of appeal to the Macao Last Instance Court, and the Defendants moved to stay proceedings pending completion of the judicial liquidation proceedings against AAEC. On April 28, 2025, the U.S. Defendants moved to strike Plaintiff’s notice of appeal.
Source: Item 3, via Note 16 – Commitments and Contingencies, 10-K 0001300514-26-000013 vs Item 3, via Note 17 – Commitments and Contingencies, 10-K 0001300514-25-000040
Every change, by type
Sentences and paragraphs of LVS's Risk Factors and MD&A, 10-K 2026-02-06 against 10-K 2025-02-07. Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
RemovedRisk Factors
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RewordedRisk Factors
A significant theft, destruction, loss or other fraudulent use of information maintained by us or by a third-party service provider could have an adverse effect on our reputation, reputation or cause a material disruption to our operations and management team and result in remediation expenses (including liability for stolen assets or information, repairing system damage and offering incentives to customers or business partners to maintain their relationships after an attack) and regulatory fines, penalties and corrective actions, or lawsuits by regulators, third-party service providers, third parties that share data with us pursuant to contractual agreements or people whose data is or may be impacted. team.
RewordedRisk Factors
Non-compliance by us, or potentially by third parties with which we share information, with any applicable privacy and cybersecurity law or regulation, regulation or a cyber breach, including accidental loss, inadvertent disclosure, unauthorized access or dissemination, or breach of security may result in damage to our reputation and could subject us to fines, penalties, required corrective actions, lawsuits, payment of damages, or restrictions on our use or transfer of data.
RewordedRisk Factors
To the extent climate change causes additional changes in weather patterns, all our properties could be subject to increased precipitation levels, coastal and river flooding and heat stress, and our properties along the coast in Macao could be subject to an increase in the number and severity of typhoons and coastal and river flooding could cause damage to these properties, and all our properties could be subject to increased precipitation levels and heat stress. typhoons.
RewordedRisk Factors
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RewordedRisk Factors
In addition, although in Macao we now require contractors to hire foreign workers directly under their Macao government labor quotas, prior to February 21, 2024, VML has effectively seconded part of the foreign workers employed under these its labor quotas to its contractors for the construction of our Cotai Strip projects.
RewordedRisk Factors
While VML requires required each contractor to whom it has seconded these foreign workers to indemnify VML it for any costs or liabilities VML incurs incurred as a result of such contractor's contractor’s failure to fulfill their obligations. its obligations, VML remains ultimately liable for all employer obligations relating to these seconded foreign workers.
RewordedRisk Factors
In addition, increased attention on and use of artificial intelligence by threat actors, increases the risk of cyber-attacks and data breaches, which can occur more quickly and evolve more rapidly when artificial intelligence is used by threat actors. breaches.
RewordedRisk Factors
The loss of their services or the services of our other senior managers, or the inability to attract and retain additional senior management key personnel could have a material adverse effect on our business.
RewordedRisk Factors
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In certain circumstances, it may not be economical to defend against such matters and/or our legal strategy may not ultimately result in us prevailing in a matter. and/
AddedMD&A
Our Macao operations continue to face a competitive casino operating environment, with adjusted property EBITDA having decreased $17 million, or 0.7%, compared to the year ended December 31, 2024.
AddedMD&A
Our Singapore operations continue to deliver exceptional results in terms of adjusted property EBITDA having increased $870 million, or 42.4%, compared to the year ended December 31, 2024, with the key driver being an increase in gross gaming revenue.
AddedMD&A
(1)Rolling Chip tables were made available based on demand beginning in March 2024.
AddedMD&A
(1) During the year ended December 31, 2025, approximately 49,000, 40,000 and 14,000 square feet of space at the Shoppes at Londoner, the Shoppes at Parisian and the Shoppes at Four Seasons, respectively, were removed from the respective gross leasable area as they were taken off the market and not available for leasing.
AddedMD&A
In April 2025, MBS drew down an additional SGD 1.13 billion (approximately $848 million at exchange rates in effect at the time of the payment) from the 2025 Singapore Delayed Draw Term Loan Facility to fund the payment due to the Singapore government, pursuant to the Second Supplemental Agreement, related to the Additional Gaming Area.
AddedMD&A
In June 2025, we drew down HKD 12.75 billion (approximately $1.64 billion at exchange rates in effect at the time of the transaction) under the 2024 SCL Term Loan Facility, the proceeds from which, together with cash on hand, were used to redeem in full the outstanding principal amount of $1.63 billion of the 5.125% SCL Senior Notes due August 8, 2025. Subsequently, in January 2026, we drew down HKD 6.20 billion (approximately $797 million at exchange rates in effect at the time of the transaction) under the 2024 SCL Revolving Facility, the proceeds from which, together with cash on hand, were used to redeem the $800 million 3.800% SCL Senior Notes due January 8, 2026.
AddedMD&A
On June 20 and September 12, 2025, SCL paid a dividend of HKD 0.25 per share to SCL shareholders (a total of $518 million, of which we retained $380 million during the year ended December 31, 2025).
AddedMD&A
The SCL Purchase Agreements allowed for the delivery of shares on a daily basis. As of December 31, 2025, 172 million shares in total of SCL common stock were delivered to us.
AddedMD&A
Additionally, during the year ended December 31, 2025, we purchased the common stock of SCL in open market transactions, which resulted in the purchase of 45 million shares of SCL common stock for HKD 912 million (approximately $117 million at exchange rates in effect at the time of the transactions).
AddedMD&A
The total additional SCL shares purchased related to these transactions resulted in an increase of our ownership of SCL to approximately 74.80% as of December 31, 2025.
AddedMD&A
(3)In January 2026, the outstanding SCL senior notes of $800 million due in January 2026 were paid off with proceeds from the 2024 SCL Revolving Facility and cash on hand.
AddedMD&A
2025); however, as of the date of this filing, the audit process for the 2025 investments has not yet commenced and the ultimate amount confirmed as qualified spend under the Concession may differ from the amount reported above based on the results of the audit.
RemovedMD&A
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RewordedMD&A
Shoppes at Venetian Total mall revenues $254 $230 $227 1.3 10.4 % Mall gross leasable area (in square feet) 829,872 822,424 818,686 0.5 0.9 % Occupancy 89.9% 85.7% 79.7% 6.0 4.2 pts Base rent per square foot $284 $290 $283 2.5 (2.1) % Tenant sales per square foot(1) foot $1,894 $1,581 $1,906 (17.1) 19.8 % Shoppes at Londoner Londoner(1) Total mall revenues $92 $77 $66 16.7 19.5 % Mall gross leasable area (in square feet) 518,138 566,251 611,905 (7.5) (8.5) % Occupancy 78.6% 72.7% 59.1% 13.6 5.9 pts Base rent per square foot $184 $163 $149 9.4 12.9 % Tenant sales per square foot(1) foot $1,589 $1,457 $1,796 (18.9) 9.1 % Shoppes at Parisian Parisian(1) Total mall revenues $19 $27 $32 (15.6) (29.6) % Mall gross leasable area (in square feet) 256,825 296,818 296,352 0.2 (13.5) % Occupancy 71.9% 69.4% 67.2% 2.2 2.5 pts Base rent per square foot $79 $99 $113 (12.4) (20.2) % Tenant sales per square foot(1) foot $458 $489 $710 (31.1) (6.3) % Shoppes at Four Seasons Seasons(1) Total mall revenues $155 $158 $187 (15.5) (1.9) % Mall gross leasable area (in square feet) 248,304 261,898 249,373 5.0 (5.2) % Occupancy 95.0% 96.5% 92.9% 3.6 (1.5) pts Base rent per square foot $620 $636 $611 4.1 (2.5) % Tenant sales per square foot(1) foot $4,375 $5,379 $7,594 (29.2) (18.7) % Singapore Operations:
RewordedMD&A
Year Ended December 31, 2025 2024 2023 Change (Dollars in millions) The Parisian Macao Total casino revenues $657 $740 $655 13.0 (11.2) % Non-Rolling Chip drop $3,067 $3,768 $2,926 28.8 (18.6) % Non-Rolling Chip win percentage 21.2% 20.9% 21.4% (0.5) 0.3 pts Rolling Chip volume volume(1) $709 $244 $968 (74.8) 190.6 % Rolling Chip win percentage 4.25% (7.82)% 7.14% (14.96) 12.07 pts Slot handle $3,812 $3,461 $2,528 36.9 10.1 % Slot hold percentage 3.7% 4.1% 3.9% 0.2 (0.4) pts The Plaza Macao and Four Seasons Macao Total casino revenues $569 $572 $462 23.8 (0.5) % Non-Rolling Chip drop $2,832 $2,784 $2,244 24.1 1.7 % Non-Rolling Chip win percentage 22.2% 24.3% 23.6% 0.7 (2.1) pts Rolling Chip volume $6,754 $9,311 $6,860 35.7 (27.5) % Rolling Chip win percentage 3.35% 2.03% 2.27% (0.24) 1.32 pts Slot handle $67 $57 $85 (32.9) 17.5 % Slot hold percentage 2.3% 3.4% 5.9% (2.5) (1.1) pts Sands Macao Total casino revenues $265 $290 $290 — (8.6) % Non-Rolling Chip drop $1,561 $1,597 $1,575 1.4 (2.3) % Non-Rolling Chip win percentage 15.3% 16.6% 17.1% (0.5) (1.3) pts Rolling Chip volume $126 $131 $108 21.3 (3.8) % Rolling Chip win percentage 5.19% 4.40% 6.11% (1.71) 0.79 pts Slot handle $2,667 $2,152 $1,851 16.3 23.9 % Slot hold percentage 2.7% 3.0% 3.1% (0.1) (0.3) pts Singapore Operations:
RewordedMD&A
The Venetian Macao Total casino revenues $ 2,282 $2,151 6.1 2,146 $2,282 (6.0) % Non-Rolling Chip drop $ 9,299 $8,711 6.8 9,549 $9,299 2.7 % Non-Rolling Chip win percentage 24.7 23.2 % 24.2% 0.5 24.7% (1.5) pts Rolling Chip volume $ 3,701 $4,546 (18.6) 4,130 $3,701 11.6 % Rolling Chip win percentage 4.43 3.77 % 4.44% (0.01) 4.43% (0.66) pts Slot handle $ 5,946 $5,066 17.4 5,784 $5,946 (2.7) % Slot hold percentage 3.8 3.6 % 4.3% (0.5) 3.8% (0.2) pts The Londoner Macao Total casino revenues $ 1,462 $1,283 14.0 1,946 $1,462 33.1 % Non-Rolling Chip drop $ 6,791 $5,842 16.2 8,638 $6,791 27.2 % Non-Rolling Chip win percentage 21.5 22.7 % 21.3% 0.2 21.5% 1.2 pts Rolling Chip volume $ 7,633 $7,336 4.0 9,657 $7,633 26.5 % Rolling Chip win percentage 3.34 3.41 % 2.99% 0.35 3.34% 0.07 pts Slot handle $ 6,057 $5,290 14.5 8,268 $6,057 36.5 % Slot hold percentage 3.8 % 4.0% (0.2) 3.8% — pts
RewordedMD&A
The Venetian Macao Total room revenues $208 $210 $191 9.9 (1.0) % Occupancy rate 98.8% 98.1% 94.5% 3.6 0.7 pts Average daily room rate (ADR) $200 $203 $208 (2.4) (1.5) % Revenue per available room (RevPAR) $198 $199 $196 1.5 (0.5) % The Londoner Macao(1) Macao Total room revenues $375 $302 $324 (6.8) 24.2 % Occupancy rate 96.3% 96.4% 80.4% 16.0 (0.1) pts Average daily room rate (ADR) $269 $216 $196 10.2 24.5 % Revenue per available room (RevPAR) $259 $208 $158 31.6 24.5 % The Parisian Macao Total room revenues $137 $135 1.5 $137 — % Occupancy rate 98.8% 97.3% 93.0% 4.3 1.5 pts Average daily room rate (ADR) $150 $153 $158 (3.2) (2.0) % Revenue per available room (RevPAR) $149 $147 1.4 $149 — % The Plaza Macao and Four Seasons Macao Total room revenues $115 $107 $94 13.8 7.5 % Occupancy rate 94.4% 91.1% 81.5% 9.6 3.3 pts Average daily room rate (ADR) $503 $486 $485 0.2 3.5 % Revenue per available room (RevPAR) $475 $443 $396 11.9 7.2 % Sands Macao Total room revenues $18 $17 5.9 $18 — % Occupancy rate 99.0% 95.8% 3.2 99.0% — pts Average daily room rate (ADR) $171 $174 $171 1.8 (1.7) % Revenue per available room (RevPAR) $169 $172 $164 4.9 (1.7) % Singapore Operations:
RewordedMD&A
Pre-opening expenses were $10 million and $4 million at Marina Bay Sands and our Macao operations, respectively, for the year ended December 31, 2024, primarily related to the Londoner Grand, $6 million in property taxes related to the MBS Expansion Project and Project, as well as the new guest rooms at Marina Bay Sands. Sands, and $2 million in payroll expenses at the Londoner Grand in Macao.
RewordedMD&A
Included in this amount was $879 million for construction and development activities in Macao, which consisted of $545 million for The Londoner Macao, $262 million for The Venetian Macao, $39 million for The Parisian Macao, $16 Macao and $33 million for Sands Macao, $14 million for The Plaza other Macao and Four Seasons Macao and $3 million for ferry operations and other, and properties, $648 million for construction activities at Marina Bay Sands in Singapore, Sands, primarily due to the room renovations being completed across the property. property, and $40 million for corporate and other costs.
RewordedMD&A
Other income expense for the year ended December 31, 2024, 2025, was primarily attributable to foreign currency transaction gains losses related to the early redemption of the remaining balance of the 5.125% SCL Senior Notes due August 8, 2025 of $1.63 billion, foreign currency transaction losses driven by the U.S. dollar-denominated debt held by SCL and MBS, partially offset by an equity a debt investment impairment loss.
RewordedMD&A
Repurchases of our common stock are made at our discretion in accordance with applicable federal securities laws in the open market or otherwise. otherwise, including pursuant to plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, privately negotiated transactions, accelerated share repurchases or block trades, subject to market conditions, applicable legal requirements and other factors.
RewordedMD&A
RewordedMD&A
Based on the gaming tables and gaming machines (which is at the maximum number of tables and machines currently allowed by the Macao government) in operation and the mix of type of gaming tables as of December 31, 2024, 2025, the annual premium payable to the Macao government is approximately $40 million for the years ending December 31, 2026 through December 31, 2030, respectively, and $80 million in aggregate thereafter through the termination of the Concession in December 2032.
RewordedMD&A
(7)Under the Handover Record, we are required to make annual payments of 750 patacas per square meter for the first three years and 2,500 patacas per square meter for the following seven years (approximately $94 and $313, respectively, $312 at exchange rates in effect on December 31, 2024). 2025) per square meter for the following seven years.
RewordedMD&A
Work on LVS in a spreadsheet:
Excel workbook (a sheet per section, ten years by column, charts, links to the filings) ·
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