LAS Vegas Sands Corp

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Filed by a Party other than the Registrant

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Soliciting Material Pursuant to § 240.14a-12

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LETTER FROM THE CHAIRMAN " Sands executed its strategic objectives during 2025 in pursuit of our mission to develop and operate iconic destination res orts that drive significant economic impact , deliver unparalleled experiences to our guests and attract high-value tourism to our markets . In 2025, we delivered growth across a range of financial metrics, including net revenues, adjusted property EBITDA and earnings per share. We also continued to execute our capital investment programs in both Macao and Singapore while increasing the return of capital to stockholders. At M arina Bay Sands i n Singapore, 2025 represented another year of outstanding operational and financial execution. The property achieved a record adjusted property EBITDA of over $2.9 billion for the year. Our investments have meaningfully enhanced and expanded our premium suite and luxury tourism offerings at M arina Bay Sand s . C ompletion of our enhanced hospitality offerings , including elevated and expanded suite offerings during 2025 , enabled the outstanding growth we achieved in 2025 . We also began construction on the next phase of Marina Bay Sands, a new development with direct connectivity to our existing property, which will feature additional entertainment offerings including an arena , MICE space and valuable additional suite capacity. This unique development provides growth opportunities in Singapore and extends our contributions to the city's leisure and business tourism appeal in the decades ahead . In Macao, we completed our capital investment program at The Londoner Macao with the debut of 2,405 premium suites and guest rooms at Londoner Grand. We believe The Londoner will deliver growth and strong returns on invested capital in the years ahead. We will continue to invest in our property portfolio and hospitality offerings in Macao going forward and consider Macao an ideal market for additional capital investment . Our balance sheet strength continued to enable us to execute our significant capital investment programs in both Macao and Singapore, while increasing the return of capital to stockholders during the year."

"I would like to thank you, our stockholders, as well as our dedicated Team Members and other stakeholders in our Company for your support in 2025. It is my privilege to assume the role of Chairman of the Company. I am proud to lead an organization with an unrivalled portfolio of Integrated Resorts in both Macao and Singapore. We will continue the decades-long commitment, established by our founder, Sheldon G. Adelson, to make investments designed to enhance the leisure and business tourism appeal of both Macao and Singapore. We will continue to invest in those outstanding markets while pursuing development opportunities in new markets. We are fortunate that our balance sheet strength enables us to pursue these opportunities while continuing to return excess capital to stockholders." Your vote is important. Whether or not you are able to attend, it is important your shares be represented at the meeting. Please follow the instructions in the Notice and vote as soon as possible. Yours sincerely, PATRICK DUMONT Chairman of the Board and Chief Executive Officer April 1, 2026

May 14, 2026 11:00 a.m. Pacific Time Location Access via https://www.webcaster5.com/Webcast/ Page/3138/53642 and enter the 11-digit control number on the proxy card or Notice of Availability of Proxy Materials you previously received and the meeting password, Sands2026

NOTICE of Annual Meeting of Stockholders

Stockholders of record at the close of business on March 16, 2026 , are entitled to notice of and to vote at the meeting. A complete list of the stockholders entitled to vote at the meeting shall be open to the examination of any stockholder for any purpose germane to the meeting, during the meeting and during ordinary business hours for a period of at least 10 days prior to the meeting, at the Company's executive offices, located at 5420 S. Durango Drive, Las Vegas, Nevada 89113.

The annual meeting of stockholders of the Company, will be held online on May 14, 2026 , at 11:00 a.m. Pacific time, for the following purposes: 1. to elect eight directors to the Board to serve until the 2027 Annual Meeting of Stockholders; 2. to ratify the appointment of our independent registered public accounting firm; 3. to vote on an advisory (non-binding) proposal to approve the compensation of the named executive officers ("NEOs"); and 4. to transact such other business as may properly come before the meeting or any adjournments or postponements thereof. By Order of the Board, D. Zachary Hudson Executive Vice President, Global General Counsel and Secretary April 1, 2026

PLEASE FOLLOW THE INSTRUCTIONS IN THE COMPANY'S NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS TO VOTE YOUR PROXY.

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:

Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.

INTERNET Visit the website on your proxy card

BY TELEPHONE Call the telephone number on your proxy card

BY MAIL Sign, date and return your proxy card if you received a paper copy

DURING THE VIRTUAL MEETING Follow the instructions on your proxy card

FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PROPOSAL NO. 3: AN ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION

TIMEFRAME FOR STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING

RECENT CHANGES TO OUR COMPENSATION PROGRAM

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

INFORMATION REGARDING THE BOARD AND ITS COMMITTEES

2025 Key Accomplishments & Financial Results

Major Elements of Named Executive Officer Compensation

Tax and Accounting Considerations Relating to Executive Compensation

Executive Compensation Related Policies and Practices

The Committee's Compensation Consultants

EXECUTIVE COMPENSATION AND OTHER INFORMATION

Outstanding Equity Awards at 2025 Fiscal Year- End

Option Exercises and Stock Vested in 2025

Potential Payments Upon Termination or Change in Control

Potential Payments/Benefits Upon Termination of Employment for 2025

PROXY SUMMARY FISCAL 2025 FINANCIAL AND OPERATIONAL HIGHLIGHTS

(1) "Adjusted Property EBITDA" is a non-GAAP financial measure, used by management as the primary measure of the operating performance of our segments and reflects adjusted property EBITDA for our Macao and Singapore properties prior to making any adjustments for compensation purposes. Refer to Annex A, which includes a reconciliation of non-GAAP Adjusted Property EBITDA to net income. 2025 : TRANSFORMATIONAL INVESTMENT AND OPERATIONAL EXCELLENCE COMBINE TO DRIVE RECORD PERFORMANCE AT MARINA BAY SANDS IN SINGAPORE At Marina Bay Sands ("MBS") in Singapore, our executives focused on delivering growth as we completed a multi-year capital investment program. We delivered a record Adjusted Property EBITDA performance at MBS. In Macao, our executives focused on the completion and successful opening of the Londoner Grand, while responding to the evolving competitive operating environment. In 2025, we also began construction on the MBS expansion project in Singapore. While the opportunities to invest and grow in jurisdictions where we already operate were our primary focus, we continued to explore opportunities to invest in new jurisdictions. We also continued to focus on maintaining our strong balance sheet and executing programs to return capital to stockholders. The key operational and strategic objectives our executives accomplished in 2025 included the following: • Delivered elevated product and operational excellence, to generate a record financial performance at MBS Our Adjusted Property EBITDA at MBS increased 42% year-over-year to reach $2.92 billion for the year ended December 31, 2025, the highest annual Adjusted Property EBITDA in the history of our Singapore operations and some $870 million higher than the previous year. This record performance was driven by significant growth in gross gaming revenues, as well as non-gaming revenue growth and control of operating costs. The success delivered at MBS in 2025 reflects the multi-year delivery of major renovation works and the elevation of service standards at the resort. Our executives focused on the delivery of the final phase of suite and room renovations that were completed in 2025, as well as the elevation of our service standards and customer development strategy, each designed to optimize MBS' market opportunity with premium patrons seeking immersive and luxurious travel experiences. • Commenced construction on our expansion project at MBS We continued to execute our development plans for the MBS expansion project. We commenced construction on the project and refined our programming and design. We plan to invest approximately $8.0 billion , inclusive of preopening expenses, financing fees and interest. The project cost includes approximately $2.0 billion for related land premiums and the purchase of additional gaming area. The scale and importance of this development required significant management attention in 2025. • Focused on capital allocation and our program to return capital to stockholders Our executives are focused on maintaining a strong balance sheet while returning capital to stockholders and optimizing stockholder returns. While retaining our commitment to an investment grade balance sheet, we returned $2.25 billion through common stock repurchases and $694 million through dividend payments. In addition, we purchased $483 million of common stock of Sands China Ltd. ("SCL"), increasing our equity ownership in SCL to 74.80% . • Continued our commitment to stockholders: listening and responding We engaged in extensive dialogue with a wide range of investors on issues including our business strategy and financial performance, executive compensation, corporate responsibility, environmental, social and governance ("ESG") issues and other matters of stockholder interest. This dialogue took the form of one-on-one meetings via both in-person and virtual formats, as well as through our attendance at investment industry and asset manager-sponsored conferences. We believe dialogue with our stockholders allows us to understand stockholder perspectives and enhances transparency and investor understanding of our efforts as we seek to deliver stockholder value. In response to discussions with our investors around the structure of compensation for our executives, we have taken steps to enhance our compensation structure for certain officers, including our Chairman and Chief Executive Officer

("CEO"), Patrick Dumont and all of our NEOs. These changes became effective March 2, 2026. Important changes to our executive compensation structure include: - A greater proportion of at-risk compensation - A greater proportion of equity compensation - A broader range of metrics against which variable compensation will be measured - The introduction of performance stock units, which include a multi-year performance period - The elimination of income tax gross-ups related to specific perquisites that were included in previous agreements Additional details on the 2026 changes to our executive compensation structure are included unde r "Recent Changes to Our Compensation Program." • Executed significant capital projects in our Macao property portfolio Our executives were engaged in the execution of approximately $555 million of capital expenditure at our portfolio of assets in Macao throughout 2025. Much of the management focus related to the completion of the Londoner Grand, which delivered its full complement of 2,405 luxurious suites and rooms across two room towers in 2025. Our executives focused on the delivery of this asset as well as growing market-share in the Macao market and optimizing returns on capital employed. • Developed and delivered strategic responses to a competitive Macao operating environment Our executives developed and delivered strategic responses to the evolving competitive operating environment in Macao, focusing on outstanding customer service and the delivery of luxurious experiences that are increasingly critical to success in the premium segment in Macao. Spending in the non-premium segment remained subdued. We delivered approximately flat annual Adjusted Property EBITDA in 2025, while completing the transition of the Sheraton towers to the Londoner Grand and introducing initiatives we expect to enhance our competitive positioning in 2026 and beyond. • Continued our award-winning Corporate Responsibility Program

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