{"url_path":"/sec/lvs/8-k/2026-05-13/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1300514/0001300514-26-000070-index.html","accession_number":"0001300514-26-000070","cik":"0001300514","ticker":"LVS","issuer_name":"LAS VEGAS SANDS CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1300514/0001300514-26-000070-index.html","primary_entity_key":"0001300514","primary_entity_name":"LAS VEGAS SANDS CORP"},"word_count":776,"has_tables":true,"body_markdown":"Item 1.01.    Entry into a Material Definitive Agreement.\n\n5.300% Senior Notes due 2031; 5.650% Senior Notes due 2033\n\nOn May 13, 2026, Las Vegas Sands Corp. (the “Company”) completed its previously announced underwritten public offering of an aggregate principal amount of $500 million of the Company’s 5.300% Senior Notes due 2031 (the “2031 Notes”) and $500 million of the Company’s 5.650% Senior Notes due 2033 (the “2033 Notes” and, together with the 2031 Notes, the “Notes”). The Notes were offered and sold pursuant to a prospectus, dated November 3, 2023, forming a part of the Company’s shelf registration statement on Form S-3 (Registration No. 333-275303) and a prospectus supplement, dated May 4, 2026. The Company intends to use the net proceeds from the offering of the Notes, together with cash on hand, to (i) redeem in full the outstanding $1.0 billion aggregate principal amount of the Company’s 3.500% Senior Notes due August 2026 and any accrued interest, (ii) pay transaction-related fees and expenses and (iii) for general corporate purposes.\n\nThe Notes are unsecured, senior obligations of the Company. The Notes will rank equally with the Company’s other unsecured and unsubordinated obligations. None of the Company’s subsidiaries will guarantee the Notes.\n\nThe Indenture\n\nThe Notes were issued under an indenture, dated as of July 31, 2019 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association (the “Trustee”), as supplemented by a tenth supplemental indenture, dated as of May 13, 2026 (the “Tenth Supplemental Indenture”) and an eleventh supplemental indenture, dated as of May 13, 2026 (the “Eleventh Supplemental Indenture”), each between the Company and the Trustee, establishing the terms of the Notes (the Base Indenture, as so supplemented by the Tenth Supplemental Indenture and the Eleventh Supplemental Indenture, the “Indenture”).\n\nThe 2031 Notes will accrue interest at the rate of 5.300% per year and will mature on May 15, 2031. Interest on the 2031 Notes will be payable semi-annually in arrears on May 15 and November 15, commencing on November 15, 2026. The 2033 Notes will accrue interest at the rate of 5.650% per year and will mature on May 18, 2033. Interest on the 2033 Notes will be payable semi-annually in arrears on May 18 and November 18, commencing on November 18, 2026.\n\nPrior to April 15, 2031, in the case of the 2031 Notes and prior to March 18, 2033, in the case of the 2033 Notes (each such date a “Par Call Date”), the Company may redeem the Notes of the applicable series, in whole or in part, at a redemption price equal to the greater of: (1) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes of the applicable series to be redeemed discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a specified rate and (2) 100% of the principal amount of the Notes of the applicable series to be redeemed, plus, in either case, accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, the Notes will be redeemable at the option of the Company, in whole or in part, at any time on or after the applicable Par Call Date, at 100% of the aggregate principal amount of the applicable series being redeemed plus accrued and unpaid interest, if any, to, but excluding, the redemption date.\n\nThe Notes are subject to redemption requirements imposed by gaming authorities in jurisdictions where the Company operates. Upon the occurrence of certain change of control triggering events, the Company will be required to offer to repurchase the Notes at 101% of the principal amount, plus accrued and unpaid interest to, but not including, the repurchase date.\n\nThe Indenture contains covenants, subject to customary exceptions and qualifications, that limit the ability of the Company and its subsidiaries to, among other things:\n\n•incur liens;\n\n•enter into sale and leaseback transactions; and\n\n•consolidate, merge, sell or otherwise dispose of all or substantially all of the Company’s assets on a consolidated basis.\n\nThe Indenture also provides for customary events of default.\n\nThe foregoing summary of the Indenture is not complete and is qualified in its entirety by reference to the full and complete text of the Base Indenture, a copy of which is incorporated in this Current Report on Form 8-K by reference as Exhibit 4.1, and the Tenth Supplemental Indenture and Eleventh Supplemental Indenture, copies of which are attached as Exhibit 4.2 and Exhibit 4.3, respectively, to this Current Report on Form 8-K, each of which is incorporated herein by reference."}