LAS VEGAS SANDS CORPLVS
LAS VEGAS SANDS CORP Stock Compensation Disclosure
Stock-Based Compensation
The Company has two equity plans that allow for the grants of stock-based compensation awards of the Company’s common stock and ordinary shares of SCL (the “2004 Plan” and the “SCL Equity Plan,” respectively), which are described below. The 2004 Plan provides for the granting of equity awards pursuant to the applicable provisions of the Internal Revenue Code and regulations in the United States.
Las Vegas Sands Corp. 2004 Equity Award Plan
The 2004 Plan gives the Company a competitive edge in attracting, retaining and motivating employees, directors and consultants and provides the Company with a stock plan providing incentives directly related to increases in its stockholder value. Any of the Company’s subsidiaries’ or affiliates’ employees, directors or officers and many of its consultants are eligible for awards under the 2004 Plan. The 2004 Plan originally provided for an aggregate of approximately 26 million shares of the Company’s common stock to be available for awards. The 2004 Plan originally had a term of ten years, but in June 2014, the Company’s Board of Directors approved an amendment to the 2004 Plan, extending the term to December 2019. In May 2019, the Board of Directors and stockholders approved the adoption of the Las Vegas Sands Corp. Amended and Restated 2004 Equity Award Plan (the “Amended 2004 Plan”), which extended the term of the 2004 Plan through December 2024 and increased the number of shares of common stock available for grants by 10 million shares. In May 2024, the Company’s Board of Directors approved an amendment to the Amended 2004 Plan, which extended the term to December 2029 and increased the number of shares of common stock available for grants by 10 million shares. The compensation committee may grant awards of nonqualified stock options, incentive (qualified) stock options, stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards or any combination of the foregoing. As of December 31, 2025, there were approximately 11.6 million shares available for grant under the Amended 2004 Plan.
Stock option awards are granted with an exercise price equal to the fair market value (as defined in the Amended 2004 Plan) of the Company’s stock on the date of grant. The outstanding stock options generally vest over to five years and have a contractual term of ten years. Compensation cost for all stock option grants, which generally have graded vesting, is recognized on a straight-line basis over the awards’ respective requisite service periods. The Company estimates the fair value of stock options using the Black-Scholes option-pricing model. Expected volatilities are based on the Company’s historical volatility for a period equal to the expected life of the stock options. The expected option life is based on the contractual term of the option as well as historical exercise and forfeiture behavior. The risk-free interest rate for periods equal to the expected term of the stock option is based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield is based on the estimate of annual dividends expected to be paid at the time of the grant.
Under the Amended 2004 Plan, the Company granted restricted stock to eligible employees (“restricted stock units”) and restricted stock to non-employee directors (“restricted stock”). Such restricted stock units generally vest over three years or other periods subject to approval. The restricted stock vests on the earlier to occur of the first anniversary of the date of grant and the date of the Company’s annual meeting of stockholders in the calendar year following the date of grant, in each case, provided that the director is still serving on the Board on the vesting date. Grantees are entitled to any accumulated dividends in cash upon vesting.
Sands China Ltd. Equity Award Plan
The SCL Equity Plan gives SCL a competitive edge in attracting, retaining and motivating employees, directors and consultants and provides SCL with a stock plan providing incentives directly related to increases in its stockholder value. Subject to certain criteria as defined in the SCL Equity Plan, SCL’s subsidiaries’ or affiliates’ employees, directors or officers are eligible for awards under the SCL Equity Plan.
The SCL 2009 Equity Plan had a term of ten years, which expired in November 2019. The SCL 2019 Equity Plan was approved by SCL’s shareholders in May 2019, and took effect in December 2019, with materially the same terms of the SCL 2009 Equity Plan. To comply with the latest requirements under Chapter 17 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”) (which deals with equity securities - shares schemes), SCL adopted the SCL 2024 Equity Plan, which was approved by its shareholders and took effect in May 2024. All existing awards under the SCL 2009 Equity Plan and SCL 2019 Equity Plan previously granted, but unexercised or unvested (as the case may be), will remain valid and (where applicable) exercisable in accordance with their terms of grant. No further awards may be granted under the SCL 2019 Equity Plan.
Pursuant to Chapter 17 of the Hong Kong Listing Rules, the maximum number of shares that may be issued in respect of all share-based awards (under which new shares will be issued) to be granted under the SCL 2024 Equity Plan are subject to the scheme mandate limit, and the aggregation of other share-based awards granted to an eligible person in any 12-month period prior to (and including) the date of grant shall not exceed 1% of the shares in issue (excluding treasury stock, if any) on the date of grant.
As of December 31, 2025, the scheme mandate limit under the SCL 2024 Equity Plan was approximately 809 million SCL shares. SCL’s remuneration committee may grant awards of stock options, stock appreciation rights, restricted stock, restricted stock units, performance compensation awards or any combination of the foregoing pursuant to the SCL 2024 Equity Plan.
Stock option awards are granted with an exercise price not less than the highest of (i) the closing price of SCL’s stock on the date of grant, which must be a business day, (ii) the average closing price of SCL’s stock for the five business days immediately preceding
the date of grant and (iii) the nominal value of a SCL stock, which is $0.01. The outstanding stock options generally vest over four years and have contractual terms of ten years. Compensation cost for all stock option grants, which generally have graded vesting is recognized on a straight-line basis over the awards’ respective requisite service periods. SCL estimates the fair value of stock options using the Black-Scholes option-pricing model. Expected volatilities are based on SCL’s historical volatility for a period equal to the expected life of the stock options. The expected option life is based on the contractual term of the option as well as historical exercise and forfeiture behavior. The risk-free interest rate for periods equal to the expected term of the stock option is based on the Hong Kong Government Bond rate in effect at the time of the grant. The expected dividend yield is based on the estimate of annual dividends expected to be paid at the time of the grant.
Under the SCL 2009 Equity Plan, the SCL 2019 Equity Plan and the SCL 2024 Equity Plan, SCL granted cash-settled restricted stock units (under which no new stock will be issued) to eligible employees. Such restricted stock units generally vest over three years or other periods subject to approval. Grantees are entitled to a future cash payment that is equivalent to the fair value of the restricted stock unit and any accumulated dividends in cash upon vesting.
Stock-Based Compensation Activity
The fair value of each option grant was estimated on the grant date using the Black-Scholes option-pricing model with the following weighted average assumptions:
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| LVSC Amended 2004 Plan: | |||||||||||||||||
| Weighted average volatility | 40.0 | % | 25.1 | % | 26.1 | % | |||||||||||
| Expected term (in years) | 7.5 | 8.0 | 8.4 | ||||||||||||||
| Risk-free rate | 4.1 | % | 4.1 | % | 4.0 | % | |||||||||||
| Expected dividend yield | 2.3 | % | 1.7 | % | 1.7 | % | |||||||||||
No options were granted under the SCL Equity Plan during the years ended December 31, 2025, 2024 and 2023.
A summary of the stock option activity for the Company’s equity award plans for the year ended December 31, 2025, is presented below:
| Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value (in millions) | ||||||||||||||||||||
| LVSC Amended 2004 Plan: | |||||||||||||||||||||||
Outstanding as of January 1, 2025 | 12,565,616 | $ | 46.47 | ||||||||||||||||||||
| Granted | 166,072 | 44.12 | |||||||||||||||||||||
| Exercised | (5,790,962) | 45.53 | |||||||||||||||||||||
| Forfeited or expired | (214,815) | 63.04 | |||||||||||||||||||||
Outstanding as of December 31, 2025 | 6,725,911 | $ | 46.69 | 5.23 | $ | 128 | |||||||||||||||||
Exercisable as of December 31, 2025 | 4,464,223 | $ | 48.20 | 4.42 | $ | 80 | |||||||||||||||||
SCL Equity Plan: | |||||||||||||||||||||||
Outstanding as of January 1, 2025 | 39,342,550 | $ | 4.59 | ||||||||||||||||||||
| Forfeited or expired | (5,734,200) | 4.05 | |||||||||||||||||||||
Outstanding as of December 31, 2025 | 33,608,350 | $ | 4.69 | 2.64 | $ | 1 | |||||||||||||||||
Exercisable as of December 31, 2025 | 30,308,350 | $ | 4.95 | 2.21 | $ | — | |||||||||||||||||
A summary of the unvested restricted stock and restricted stock units under the Company’s equity award plans for the year ended December 31, 2025, is presented below:
| Shares | Weighted Average Grant Date Fair Value | ||||||||||
| LVSC Amended 2004 Plan: | |||||||||||
| Unvested Restricted Stock | |||||||||||
Balance as of January 1, 2025 | 21,185 | $ | 47.20 | ||||||||
| Granted | 33,222 | 42.14 | |||||||||
| Vested | (21,185) | 47.20 | |||||||||
Balance as of December 31, 2025 | 33,222 | $ | 42.14 | ||||||||
| Unvested Restricted Stock Units | |||||||||||
Balance as of January 1, 2025 | 1,585,174 | $ | 51.92 | ||||||||
| Granted | 933,022 | 44.80 | |||||||||
| Vested | (483,714) | 52.53 | |||||||||
| Forfeited | (8,236) | 46.33 | |||||||||
Balance as of December 31, 2025 | 2,026,246 | $ | 48.32 | ||||||||
| SCL Equity Plan: | |||||||||||
| Unvested Restricted Stock Units | |||||||||||
Balance as of January 1, 2025 | 21,323,428 | $ | 2.76 | ||||||||
| Granted | 10,105,600 | 2.10 | |||||||||
| Vested | (8,140,948) | 2.67 | |||||||||
| Forfeited | (240,764) | 2.63 | |||||||||
Balance as of December 31, 2025 | 23,047,316 | $ | 2.50 | ||||||||
The grant date fair value of SCL’s restricted stock unit awards is the share price of SCL’s ordinary stock at the respective grant date. The fair value of these awards is remeasured each reporting period until the vesting dates. Upon settlement, SCL will pay the grantees an amount in cash calculated based on the closing price of SCL’s stock on the vesting date or higher of (i) the closing price of SCL’s stock on the vesting date, and (ii) the average closing price of SCL’s stock for the five business days immediately preceding the vesting date. The accrued liability associated with these cash-settled restricted stock units was $29 million and $28 million as of December 31, 2025 and 2024, respectively.
As of December 31, 2025, under the Amended 2004 Plan there was $12 million and $50 million of unrecognized compensation cost related to unvested stock options and unvested restricted stock and stock units, respectively. The stock option and restricted stock and restricted stock unit costs are expected to be recognized over a weighted average period of 2.8 years and 1.7 years, respectively.
As of December 31, 2025, under the SCL Equity Plan there was $1 million and $30 million of unrecognized compensation cost related to unvested stock options and unvested restricted stock units, respectively. The stock option and restricted stock unit costs are expected to be recognized over a weighted average period of 1.0 years and 2.4 years, respectively.
The stock-based compensation activity for the Amended 2004 Plan and SCL Equity Plan is as follows for the three years ended December 31, 2025:
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| (Dollars in millions, except weighted average grant date fair values) | |||||||||||||||||
| Compensation expense: | |||||||||||||||||
| Stock options | $ | 6 | $ | 20 | $ | 21 | |||||||||||
| Restricted stock and stock units | 65 | 58 | 51 | ||||||||||||||
| $ | 71 | $ | 78 | $ | 72 | ||||||||||||
Income tax benefit recognized in the consolidated statements of operations | $ | 3 | $ | 4 | $ | 3 | |||||||||||
Compensation cost capitalized as part of property and equipment | $ | 1 | $ | 1 | $ | 1 | |||||||||||
| LVSC Amended 2004 Plan: | |||||||||||||||||
| Stock options granted | 166,072 | 6,824 | 510,157 | ||||||||||||||
| Weighted average grant date fair value | $ | 16.97 | $ | 14.65 | $ | 15.58 | |||||||||||
| Restricted stock granted | 33,222 | 21,185 | 17,166 | ||||||||||||||
| Weighted average grant date fair value | $ | 42.14 | $ | 47.20 | $ | 61.15 | |||||||||||
| Restricted stock units granted | 933,022 | 1,168,501 | 577,636 | ||||||||||||||
| Weighted average grant date fair value | $ | 44.80 | $ | 50.40 | $ | 57.77 | |||||||||||
| Stock options exercised: | |||||||||||||||||
| Intrinsic value | $ | 110 | $ | — | $ | 1 | |||||||||||
| Cash received | $ | 264 | $ | 1 | $ | 3 | |||||||||||
SCL Equity Plan: | |||||||||||||||||
| Restricted stock units granted | 10,105,600 | 14,788,400 | 6,792,000 | ||||||||||||||
| Weighted average grant date fair value | $ | 2.10 | $ | 2.66 | $ | 3.44 | |||||||||||
| Stock options exercised: | |||||||||||||||||
| Intrinsic value | $ | — | $ | — | $ | — | |||||||||||
| Cash received | $ | — | $ | — | $ | 1 | |||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 6, 2026 | Showing above |
| 2024 | Feb 7, 2025 | |
| 2023 | Feb 7, 2024 | |
| 2022 | Feb 3, 2023 | |
| 2021 | Feb 4, 2022 | |
| 2018 | Feb 22, 2019 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.