Annual report
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Table of Contents UNITED STATESSECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 1-12882 BOYD GAMING CORPORATION (Exact name of registrant as specified in its charter) Nevada 88-0242733(State or other jurisdiction ofincorporation or organization) (I.R.S. EmployerIdentification No.) 6465 South Rainbow Boulevard, Las Vegas, NV 89118(Address of principal executive offices) (Zip Code) (702) 792-7200(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registeredCommon Stock, par value of $0.01 per share BYD New York Stock Exchange Securities registered pursuant to section 12(g) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes ☒ No ☐
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Table of Contents Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "non-accelerated filer," "smaller reporting company," and"emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared orissued its audit report. ☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive o ffi cers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of June 30, 2025, the aggregate market value of common stock held by non-affiliates of the registrant, based on the closing price on the New YorkStock Exchange for such date, was approximately $4.3 billion. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Class Outstanding as of February 16, 2026 Common stock, $0.01 par value 75,492,204 DOCUMENTS INCORPORATED BY REFERENCEPortions of the definitive Proxy Statement for the registrant's 2026 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A within 120 daysafter the registrant's fiscal year end of December 31, 2025 are incorporated by reference into Part III of this Form 10-K.
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Table of Contents BOYD GAMING CORPORATIONANNUAL REPORT ON FORM 10-KFOR THE FISCAL YEAR ENDED DECEMBER 31, 2025TABLE OF CONTENTS Page No. PART I ITEM 1. Business 1 ITEM 1A. Risk Factors 11 ITEM 1B. Unresolved Staff Comments 17 ITEM 1C. Cybersecurity 17 ITEM 2. Properties 19 ITEM 3. Legal Proceedings 19 ITEM 4. Mine Safety Disclosures 19 PART II ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 20 ITEM 6. Reserved 22 ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 22 ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk 42 ITEM 8. Financial Statements and Supplementary Data 43 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 92 ITEM 9A. Controls and Procedures 92 ITEM 9B. Other Information 94 ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 94 PART III ITEM 10. Directors, Executive Officers and Corporate Governance 94 ITEM 11. Executive Compensation 95 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 95 ITEM 13. Certain Relationships and Related Transactions, and Director Independence 95 ITEM 14. Principal Accounting Fees and Services 95 PART IV ITEM 15. Exhibits, Financial Statement Schedules 96 ITEM 16. Form 10-K Summary 100 SIGNATURES 101
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Table of Contents PART I ITEM 1. BusinessOverviewBoyd Gaming Corporation (the "Company," the "Registrant," "Boyd Gaming," "we" or "us") is a multi-jurisdictional gaming company that has been inoperation since 1975. Headquartered in Las Vegas, we operate 27 brick-and-mortar gaming entertainment properties ("gaming entertainment properties") inNevada, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi, Missouri, Ohio, Pennsylvania and Virginia. In addition, we own and operate BoydInteractive, a business-to-business (“B2B”) and business-to-consumer (“B2C”) online casino gaming business in the United States and Canada. Through amanagement agreement with Wilton Rancheria, we also manage the Sky River Casino, which is located in California. On November 7, 2025, the Company,as developer and manager, opened a transitional casino in Norfolk, Virginia. The permanent casino resort is expected to open in late 2027. On November 9,2025, the Company permanently closed the Sam's Town Tunica property. In 2018, we acquired a five percent ownership in FanDuel Group Parent, LLC ("FanDuel"), the nation’s leading sports-betting operator.On July 10, 2025, Boyd Interactive Gaming Holdings, L.L.C. ("Boyd Interactive Holdings"), a wholly owned subsidiary of Boyd Gaming, entered into adefinitive agreement ("Purchase Agreement") with TSE Holdings Ltd. ("Parent") and FanDuel, pursuant to which Parent agreed to purchase Boyd InteractiveHolding's five percent equity interest (the "Equity Interest") in FanDuel, and Boyd Gaming and FanDuel, or their respective affiliated entities, agreed to enterinto certain commercial arrangements. On July 31, 2025, pursuant to the Purchase Agreement, Boyd Interactive Holdings completed the sale of its EquityInterest to Parent for aggregate cash consideration of $1,758.0 million. In connection with the sale of the Equity Interest, Boyd Gaming and FanDuel or theirrespective affiliated entities terminated certain of their existing agreements related to their strategic partnership and entered into certain new agreements(collectively, the "FanDuel Market Access Agreements"). Through the FanDuel Market Access Agreements and market access agreements with other online operators, and subject to state law and regulatoryapprovals, we offer online sports wagering in Illinois, Indiana, Iowa, Kansas, Louisiana, Missouri, Ohio (through June 30, 2025) and Pennsylvania as well asonline casinos in Pennsylvania. We continually work to position our Company for greater success by strengthening our existing operations and growing through acquisitions, capitalinvestments and other strategic initiatives. Our operating strategy is focused on building loyalty with core customers, operating efficiently and deliveringlong-term value for our shareholders. Our operating model is focused on maximizing gaming revenues, streamlining our cost structure, targeting ourmarketing investments and reducing lower margin offerings, which allows us to flow a higher percentage of our revenues to the bottom line. Through ourTeam Members' commitment to "Boyd Style" customer service, we believe our business is differentiated from our competitors and that we deliver a customerexperience that fosters long-term loyalty. In addition, we believe the following factors have contributed to our success in the past and are central to our success in the future: • we have an experienced management team; • our operations are geographically diversified; • we are focused on building loyalty and driving growth with our core customers, a valuable customer segment in our business; • our Las Vegas Locals properties are well-positioned to capitalize on the attractive Las Vegas locals market; • three of our properties are located in the downtown Las Vegas market and also market to a unique niche - Hawaiian customers; • we have used our increased free cash flow to strengthen our balance sheet, invest in our properties and return capital to shareholders; and • we have the ability to expand certain existing properties, develop new properties and to act opportunistically to make strategic acquisitions. PropertiesWe view each of our 27 gaming entertainment properties and our online gaming operations as an operating segment. For financial reporting purposes, weaggregate these operations into four reportable segments: (i) Las Vegas Locals; (ii) Downtown Las Vegas; (iii) Midwest & South; and (iv) Online,(collectively "Reportable Segments"). The Online segment includes the operating results of our online gaming operations through market access agreementswith third parties throughout the United States and the operations of Boyd Interactive. To reconcile Reportable Segments information to the consolidatedinformation, the Company has aggregated nonreportable operating segments into a Managed & Other category. The Managed & Other category includesmanagement fees earned under our management agreement with Wilton Rancheria and the operating results of Lattner Entertainment Group Illinois, LLC, ourIllinois distributed gaming operator ("Lattner") with 973 gaming units in 177 locations across the state of Illinois as of December 31, 2025. For financial information related to our segments as of and for the three years in the period ended December 31, 2025, see Note 14, Segment Information, toour consolidated financial statements presented in Part II, Item 8. As of December 31, 2025, we operated 27 gaming entertainment properties offering a total of 1,730,321 square feet of casino space, 27,267 slot machines,600 table games and 10,146 hotel rooms. We derive the majority of our revenues from gaming at our gaming entertainment properties and Lattner, whichgenerated approximately 64% and 66% of our revenues in 2025 and 2024, respectively. Online reimbursements revenues, which include reimbursementsreceived from our third-party operators for gaming taxes and other expenses we pay under the market access agreements, represent our next most significantrevenue source, generating 14% and 11% of our revenues in 2025 and 2024, respectively. Food & beverage revenues, room revenues, online revenues,management fee revenues and other revenues separately contributed 8% or less of revenues in each of 2025 and 2024. 1
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Table of Contents The following table sets forth certain information regarding our gaming entertainment properties (listed by Reportable Segment classification) as of and forthe year ended December 31, 2025: Year Opened Casino Average or Space Slot Table Hotel Hotel Daily Location Acquired (Sq. ft.) Machines Games Rooms Occupancy Rate Las Vegas Locals Gold Coast Hotel and Casino Las Vegas, NV 2004 88,915 1,424 43 705 54% $ 61 The Orleans Hotel and Casino Las Vegas, NV 2004 135,460 1,840 51 1,885 62% $ 66 Sam's Town Hotel and Gambling Hall Las Vegas, NV 1979 120,681 1,399 12 645 46% $ 72 Suncoast Hotel and Casino Las Vegas, NV 2004 95,898 958 20 427 68% $ 93 Eastside Cannery Casino and Hotel (2) Las Vegas, NV 2016 N/A N/A N/A N/A N/A N/A Aliante Casino + Hotel + Spa North Las Vegas,NV 2016 125,000 1,373 25 202 88% $ 102 Cannery Casino Hotel North Las Vegas,NV 2016 86,000 1,129 18 200 66% $ 80 Jokers Wild Henderson, NV 1993 23,698 335 N/A N/A N/A N/A Downtown Las Vegas California Hotel and Casino Las Vegas, NV 1975 34,403 770 18 779 78% $ 52 Fremont Hotel & Casino Las Vegas, NV 1985 43,414 778 21 447 75% $ 55 Main Street Station Hotel and Casino Las Vegas, NV 1993 26,918 503 7 406 65% $ 53 Midwest & South Par-A-Dice Casino (1) East Peoria, IL 1996 26,116 565 18 202 59% $ 87 Belterra Casino Resort (1)(3) Florence, IN 2018 70,232 823 25 662 39% $ 97 Blue Chip Casino Hotel Spa (1) Michigan City, IN 1999 65,000 1,307 22 486 51% $ 95 Diamond Jo Casino (1) Dubuque, IA 2012 41,408 706 17 N/A N/A N/A Diamond Jo Worth (1) Northwood, IA 2012 38,630 799 19 102 55% $ 112 Kansas Star Casino (1) Mulvane, KS 2012 70,010 1,246 42 N/A N/A N/A Amelia Belle Casino (1) Amelia, LA 2012 27,484 599 11 N/A N/A N/A Delta Downs Racetrack Hotel & Casino (1) Vinton, LA 2001 45,000 1,434 N/A 370 49% $ 79 Evangeline Downs Racetrack & Casino (1) Opelousas, LA 2012 39,208 1,026 N/A N/A N/A N/A Sam's Town Shreveport (1) Shreveport, LA 2004 29,285 754 14 514 40% $ 83 Treasure Chest Casino (1) Kenner, LA 1997 47,000 955 33 N/A N/A N/A IP Casino Resort Spa (1) Biloxi, MS 2011 85,340 1,171 43 1,088 67% $ 81 Sam's Town Hotel and Gambling HallTunica (1)(4) Tunica, MS 1994 N/A N/A N/A N/A N/A N/A Ameristar Casino * Hotel Kansas City (3) Kansas City, MO 2018 140,000 1,597 45 184 72% $ 93 Ameristar Casino * Resort * Spa St.Charles (3) St. Charles, MO 2018 128,758 1,774 46 397 76% $ 100 Belterra Park (1)(3) Cincinnati, OH 2018 56,863 1,020 N/A N/A N/A N/A Valley Forge Casino Resort (1) King of Prussia, PA 2018 36,000 850 50 445 29% $ 109 The Interim Gaming Hall (5) Norfolk, VA 2025 3,600 132 N/A N/A N/A N/A Total 1,730,321 27,267 600 10,146 N/A = Not Applicable (1) These properties feature FanDuel-branded sportsbooks.(2) Company began demolition of the property during the fourth quarter of 2025.(3) Property is subject to a master lease agreement with a real estate investment trust.(4) Property permanently closed on November 9, 2025.(5) Property opened on November 7, 2025 and is a variable interest entity consolidated in our financial statements. We also own a travel agency in Hawaii. Financial results for the travel agency are included in our Downtown Las Vegas segment, as our Downtown LasVegas properties focus marketing efforts on gaming customers from Hawaii. 2
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Table of Contents Las Vegas Locals PropertiesOur Las Vegas Locals segment consists of seven operating casinos and one closed casino that primarily serve the resident population in the Las Vegasmetropolitan area. Las Vegas has historically been characterized by a vibrant economy and strong demographics that include a large population of retirees andother active gaming customers. In recent years, the Las Vegas economy has strengthened, as reflected in the positive trends in employment, constructionactivity and average weekly wage growth. Our Las Vegas Locals segment competes directly with other locals casinos and gaming companies, some of whichoperate larger casinos and offer different promotions than ours. The target markets for our Las Vegas Locals segment consists primarily of local residents andvisitors to the Las Vegas area. Gold Coast Hotel and CasinoGold Coast Hotel and Casino ("Gold Coast") is located on Flamingo Road, approximately one mile west of the Las Vegas Strip and one-quarter mile west ofInterstate 15, the major highway linking Las Vegas and southern California. Its location offers easy access from the entire Las Vegas Valley. Gold Coast'samenities include 705 hotel rooms and suites along with meeting facilities, multiple restaurant options and a 70-lane bowling center. The Orleans Hotel and CasinoThe Orleans Hotel and Casino ("The Orleans") is located on Tropicana Avenue, a short distance from the Las Vegas Strip. The Orleans provides a NewOrleans French Quarter-themed environment. Amenities at The Orleans include 1,885 hotel rooms, a variety of restaurants and bars, a spa and fitness center,18 stadium-seating movie theaters, a 52-lane bowling center, banquet and meeting space, and a special events arena that seats up to 9,500 patrons. Sam's Town Hotel and Gambling HallSam's Town Hotel and Gambling Hall ("Sam's Town Las Vegas") is located on the Boulder Strip, approximately six miles east of the Las Vegas Strip, andfeatures a contemporary western theme. Amenities at Sam's Town Las Vegas include 645 hotel rooms, a variety of restaurants and bars, 18 stadium-seatingmovie theaters, and a 56-lane bowling center. Suncoast Hotel and CasinoSuncoast Hotel and Casino ("Suncoast") is located in Peccole Ranch, a master-planned community adjacent to Summerlin, and is readily accessible frommost major points in Las Vegas, including downtown and the Las Vegas Strip. Suncoast features 427 hotel rooms, multiple restaurant options, banquet andmeeting facilities, 16 stadium-seating movie theaters, a 64-lane bowling center, and a newly remodeled sportsbook. We are currently modernizing the publicspaces at Suncoast with nearly half of the casino floor completed. Eastside Cannery Casino and HotelEastside Cannery Casino and Hotel ("Eastside Cannery") has been closed to the public since March 18, 2020. During the fourth quarter of 2025, the Companybegan demolition of the proeprty. Aliante Casino + Hotel + SpaAliante Casino + Hotel + Spa ("Aliante") is located in North Las Vegas adjacent to an 18-hole championship golf course and has convenient access to majorfreeways connecting it to points throughout Las Vegas. Aliante features a full-service Scottsdale-modern, desert-inspired casino and resort, which includes202 hotel rooms, multiple restaurant options, a 16-screen movie theater complex, showroom, spa, and a resort style pool with cabanas. Cannery Casino HotelCannery Casino Hotel ("Cannery") is located in the northeastern part of the Las Vegas Valley and has convenient access to major freeways connecting it topoints throughout Las Vegas. The Cannery has a 200-room hotel, a variety of restaurants and bars, an entertainment venue and a 16-screen movie theater. Jokers Wild Located in Henderson, the Jokers Wild is approximately 14 miles from the Las Vegas Strip and includes slots, a sportsbook and dining options. The principalcustomers of this property are Henderson residents, including the rapidly growing adjacent community of Cadence. The Company is in the process ofbuilding a new casino on the current Jokers Wild site. The new casino will be Cadence Crossing and will replace the existing Jokers Wild casino uponopening. Cadence Crossing will feature a 10,000 square foot casino, 450 slots and several restaurants, and is expected to open in late March 2026. 3
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Table of Contents Downtown Las Vegas PropertiesOur three Downtown Las Vegas properties directly compete with nine other casinos that operate in downtown Las Vegas. As such, we have developed adistinct niche for our downtown properties by focusing on customers from Hawaii. Our downtown properties focus their marketing on gaming enthusiastsfrom Hawaii as well as tour and travel agents in Hawaii with whom we have cultivated relationships since we opened our California Hotel and Casino (the"Cal" or "California") in 1975. We have strong relationships with Hawaiian travel agencies and offer affordable all-inclusive packages. These relationships,combined with our Hawaiian promotions, have allowed the Cal, Fremont Hotel & Casino ("Fremont") and Main Street Station Hotel and Casino ("MainStreet Station") to capture a significant share of the Hawaiian tourist trade in Las Vegas. During the year ended December 31, 2025, patrons from Hawaiicomprised approximately 75% of the occupied room nights at the Cal, 37% of the occupied room nights at Fremont, and 45% of the occupied room nights atMain Street Station. California Hotel and CasinoThe Cal's amenities include 779 hotel rooms, multiple dining options, a sportsbook and meeting space. The Cal and Main Street Station are connected by anindoor pedestrian bridge. Fremont Hotel & CasinoFremont is adjacent to the principal pedestrian thoroughfare in downtown Las Vegas, known as the Fremont Street Experience. The property's amenitiesinclude 447 hotel rooms, a contemporary new food hall and other dining options and meeting space. Main Street Station Hotel and CasinoMain Street Station's amenities include 406 recently remodeled hotel rooms and two restaurants. In addition, Main Street Station features a 96-spacerecreational vehicle park, the only such facility in the downtown area. Midwest & South PropertiesOur Midwest & South properties consist of six land-based casinos, five dockside riverboat casinos, three racinos and three barge-based casinos that operate inten states predominantly in the midwest and southern United States. Generally, these states allow casino gaming on a limited basis through the issuance of alimited number of gaming licenses. Our Midwest & South properties primarily serve customers within a 100-mile radius and compete directly with othercasino facilities operating in their respective immediate and surrounding market areas, as well as with gaming operations in surrounding jurisdictions. Onlinesportsbooks are operated under the respective property gaming license of certain of our Midwest & South properties pursuant to market access agreementswith other online partners. Par-A-Dice CasinoPar-A-Dice Casino ("Par-A-Dice") is a dockside riverboat casino located on the Illinois River in East Peoria, Illinois that features a FanDuel brandedsportsbook and a 202-room hotel. Located adjacent to the Par-A-Dice riverboat is a land-based pavilion, which includes multiple restaurants and a gift shop.Par-A-Dice is strategically located near Interstate 74, a major east-west interstate highway, and it is the only casino gaming facility located within anapproximately 90-mile radius of Peoria, Illinois. Belterra Casino ResortBelterra Casino Resort ("Belterra Resort") is a dockside riverboat casino located in Florence, Indiana, approximately 50 miles from downtown Cincinnati,Ohio, 70 miles from Louisville, Kentucky, 60 miles from Lexington, Kentucky and 115 miles from Indianapolis, Indiana. Belterra Resort features 608 hotelrooms, a FanDuel branded sportsbook, a spa, a 1,600-seat showroom, banquet room and an 18-hole championship golf course. The real estate utilized byBelterra Resort is subject to a Master Lease with Gaming and Leisure Properties, Inc. ("GLPI"). Ogle Haus Inn, a 54-room boutique hotel that we lease fromGLPI, is operated by us and located near Belterra Resort. Blue Chip Casino Hotel SpaBlue Chip Casino Hotel Spa ("Blue Chip") is a dockside riverboat casino located in Michigan City, Indiana, which is 40 miles west of South Bend, Indianaand 60 miles east of Chicago, Illinois. The property competes primarily with six casinos in northern Indiana, southern Michigan and eastern Illinois and, to alesser extent, with casinos in the Chicago area and racinos located near Indianapolis. The property features 486 guest rooms, a spa and fitness center, diningand nightlife venues, meeting and event space, including a land-based pavilion, and a FanDuel branded sportsbook. Diamond Jo CasinoDiamond Jo Casino ("Diamond Jo Dubuque") is a land-based casino located in the Port of Dubuque, a waterfront development on the Mississippi River indowntown Dubuque, Iowa. Diamond Jo Dubuque is a two-story property that includes several dining outlets and bars. The property has meeting space, a 30-lane bowling alley, an entertainment venue and a FanDuel branded sportsbook. 4
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Table of Contents Diamond Jo WorthDiamond Jo Worth is a land-based casino situated on a 32-acre site in Northwood, Iowa, which is located in north-central Iowa, near the Minnesota borderand approximately 30 miles north of Mason City, Iowa. The casino has a 102-room hotel, an event center, several dining options and a FanDuel brandedsportsbook. Kansas Star CasinoKansas Star Casino ("Kansas Star") serves as Lottery Gaming Facility Manager for the South Central Gaming Zone on behalf of the Kansas Lottery pursuantto a Lottery Gaming Facility Management Contract with the State of Kansas (the "Kansas Management Contract"). The land-based casino is located inMulvane, Kansas, approximately 20 miles south of Wichita, Kansas and has multiple dining venues, casino bars and a FanDuel branded sportsbook. KansasStar also has an arena that provides a venue for concerts, trade shows and equestrian events. In addition, the property has an event center and an equestrianpavilion that includes a practice arena and covered stalls. There is a 300-room Hampton Inn & Suites hotel connected to the casino that is owned and operatedby a third party. Under the terms of the agreement, Kansas Star has the option to purchase the hotel. Amelia Belle CasinoThe Amelia Belle Casino ("Amelia Belle") is located in south-central Louisiana and is a three-level dockside riverboat with gaming, including a FanDuelbranded sportsbook, dining options and a banquet room. Delta Downs Racetrack Hotel & CasinoDelta Downs Racetrack Hotel & Casino ("Delta Downs") is a land-based racino located in Vinton, Louisiana and conducts horse races on a seasonal basis andoperates year-round simulcast facilities for customers to wager on races held at other tracks. In addition, Delta Downs offers slots, a 370-room hotel and aFanDuel branded sportsbook. Located near Lake Charles, Louisiana, Delta Downs is conveniently near a route taken by customers traveling betweenHouston, Beaumont and other parts of southeastern Texas to Lake Charles, Louisiana. Evangeline Downs Racetrack & CasinoEvangeline Downs Racetrack & Casino ("Evangeline Downs") is a land-based racino located in Opelousas, Louisiana and approximately 20 miles north ofLafayette, Louisiana. The racino currently includes a casino with a convention center, a FanDuel branded sportsbook and multiple food venues and bars. Theracino includes a one-mile dirt track, a 7/8-mile turf track, stables for 1,008 horses and a clubhouse, which together with the grandstand and patio area,provides seating capacity for up to 4,295 patrons and includes a concession stand and bar. There is also a 117-room hotel connected to the racino, which isowned and operated by a third party. Evangeline Downs operates two Off Track Betting ("OTB") locations in Henderson and St. Martinville, Louisiana. Each OTB offers simulcast pari-mutuelwagering and video poker. Under Louisiana's racing and off-track betting laws, we have a right of prior approval with respect to any applicant seeking apermit to operate an OTB within a 55-mile radius of the Evangeline Downs racetrack, which effectively gives us the exclusive right, at our option, to operateadditional OTBs within such a radius, provided that such OTB is not also within a 55-mile radius of another horse racetrack. Sam's Town ShreveportSam's Town Shreveport is a dockside riverboat casino located along the Red River in Shreveport, Louisiana. Amenities at the property include 514 hotelrooms, a FanDuel branded sportsbook, multiple restaurants, a live entertainment venue, and convention and meeting space. Feeder markets include east Texas(including Dallas), Texarkana, Arkansas, and surrounding Louisiana cities. Treasure Chest CasinoTreasure Chest Casino ("Treasure Chest") is a land-based casino facility located near Lake Pontchartrain in the western suburbs of New Orleans, Louisiana.Located approximately five miles from the New Orleans International Airport, Treasure Chest primarily serves residents of suburban New Orleans. Thesingle-level facility features a 47,000-square-foot casino, several new restaurants and bars, nearly 7,300 square feet of convention and meeting space and aFanDuel branded sportsbook. IP Casino Resort SpaIP Casino Resort Spa ("IP") is a barge-based casino overlooking the scenic back bay of Biloxi, Mississippi and, as a recipient of a AAA Four Diamond Award,is one of the premier resorts on the Mississippi Gulf Coast. The property includes 1,088 hotel rooms and suites, a FanDuel branded sportsbook, conventionand meeting space, a spa and salon, an entertainment venue, and multiple restaurants and bars. 5
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Table of Contents Sam's Town Hotel and Gambling Hall TunicaSam's Town Hotel and Gambling Hall Tunica ("Sam's Town Tunica") was permanently closed on November 9, 2025. The property was a barge-based casinolocated in Tunica County, Mississippi. At the time of closure, Sam's Town Tunica offered 39,740 square feet of casino space with 534 slots and seven tablegames, 335 hotel rooms, a FanDuel branded sportsbook, multiple dining venues, a recreational vehicle park, and entertainment venues. Ameristar Casino * Hotel Kansas CityAmeristar Casino * Hotel Kansas City ("Ameristar Kansas City") is a barge-based casino located 10 miles from downtown Kansas City, Missouri. Theproperty competes primarily with five casinos in the Kansas City area and bordering eastern Kansas market. The property features 184 guest rooms, severalrestaurants and a concert venue. The real estate utilized by Ameristar Kansas City is subject to a Master Lease with GLPI. Ameristar Casino * Resort * Spa St. CharlesAmeristar Casino * Resort * Spa St. Charles ("Ameristar St. Charles") is a barge-based casino located in St. Charles along the Missouri River, strategicallysituated to attract guests from the St. Charles and the greater St. Louis areas, as well as tourists from outside the region. The property, which is in closeproximity to the St. Charles convention facility, is located along the western bank of the Missouri River. The property features a AAA Four Diamond full-service luxury suite hotel with 397 rooms, an indoor-outdoor pool, several dining venues and bars, an entertainment venue, a full-service luxury day spa, aTopGolf Swing Suite and a newly remodeled and expanded conference and meeting center. The real estate utilized by Ameristar St. Charles is subject to aMaster Lease with GLPI. Belterra ParkBelterra Park is a land-based racino located in Cincinnati, Ohio, situated on approximately 160 acres of land, 40 of which are undeveloped. The property is agaming and entertainment center offering live racing, pari-mutuel wagering, video lottery terminal gaming, a FanDuel branded sportsbook, several restaurantsand the only grass horse racing track in Ohio. The real estate utilized by Belterra Park is subject to a Master Lease with GLPI. Valley Forge Casino ResortValley Forge Casino Resort ("Valley Forge") is a land-based casino hotel located in King of Prussia, Pennsylvania. The property features meeting, conferenceand banquet facilities and two hotel towers with 445 rooms total. The property also includes multiple dining options, a FanDuel branded sportsbook and anentertainment venue. The Interim Gaming HallThe Interim Gaming Hall is a variable interest entity consolidated in our financials and is a land-based casino located in Norfolk, Virginia. The transitionalcasino opened on November 7, 2025 with 132 slot machines. The permanent casino resort, featuring a 65,000 square-foot casino, a 200-room hotel, multiplefood and beverage outlets and other amenities is expected to open in late 2027. OnlineBoyd InteractiveBoyd Interactive is an innovative online gaming technology company that provides proprietary solutions on both a B2B and B2C basis in regulated marketsacross the United States and Canada. Under the Stardust brand, we offer B2C online casino gaming in New Jersey, Pennsylvania and the Canadian provinceof Ontario. Through Boyd Digital, we also offer online casino gaming under the Resorts Casino and Mohegan Sun brands. We also offer online social gamingvia the Boyd Interactive platform in the United States and Ontario. Our B2B customers in the United States and Canada license our platform for use in theironline casino offerings. Online Sports BettingThrough our strategic partnerships with third-party market access partners, we offer online sports wagering in Illinois, Indiana, Iowa, Kansas, Louisiana,Missouri, Ohio (through June 30, 2025) and Pennsylvania. Management AgreementWe have a management agreement with Wilton Rancheria, a federally recognized Native American tribe, to manage the Sky River Casino, a gamingentertainment complex, located southeast of Sacramento, California. Sky River Casino has over 2,100 slot machines and over 80 table games with 18 foodand beverage options and live entertainment. The Sky River Casino is currently expanding its amenities in two phases. The first phase of the expansion willadd 400 slots and a 1,600-space parking garage and is expected to be completed in the first quarter of 2026. The second phase of the expansion will include a300-room hotel, two additional food and beverage outlets, a day spa, and an entertainment and events center. The second phase is expected to be completed inmid-2027. 6
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Table of Contents CompetitionOur properties generally operate in highly competitive environments. We compete against other gaming companies as well as online gaming and otherhospitality, entertainment and leisure companies. We face significant competition in each of the jurisdictions in which we operate. Such competition mayintensify in some of these jurisdictions if new gaming operations open in these markets or existing competitors expand their operations. Our propertiescompete directly with other gaming properties in each state in which we operate, as well as in adjacent states. We also compete for customers with othercasino operators in and around our markets, including Native American casinos and online gaming operators, and other forms of gaming, such as lotteries. Insome instances, particularly with Native American casinos, our competitors pay substantially lower taxes or no taxes at all. We believe that increasedlegalized gaming in other states, particularly in areas close to our existing gaming entertainment properties, and the development or expansion of NativeAmerican gaming in or near the states in which we operate, could create additional competition for us and could adversely affect our operations or futuredevelopment projects. Frequent Player Loyalty ProgramBoyd RewardsWe have established a nationwide branding and loyalty program. Our players can use their "Boyd Rewards" cards to earn and redeem points. The program hasfive player tiers - Ruby, Sapphire, Emerald, Onyx and Titanium. The "Boyd Rewards" loyalty program, among other benefits, rewards players for their loyaltyand allows players to qualify for promotions, earn rewards toward slot, video poker, or table games play and redeem points for complimentary slot play, food& beverage, hotel rooms and other free goods and services. Benefits for certain tiers of our loyalty program include annual vacations and gifts of luxuryjewelry, electronics and other items. Through the Boyd Rewards card, players may link their card to our digital cashless wallet "BoydPay", in jurisdictions with regulatory approval, providingplayers with a cashless gaming experience. We have also linked the BoydPay wallet to our Boyd Rewards mobile app, creating a contactless experience thatallows customers to use their smartphones to play and cash out on casino games. Other Promotional ActivitiesWe provide other promotional offers and discounts targeted towards new customers, frequent customers, inactive customers, customers of various levels ofplay, and prospective customers who have not yet visited our properties. We also provide mid-week promotional offers and other promotional activities thatseek to generate visits to our properties during slower periods. Complimentaries generally are in the form of monetary discounts, and other rewards generallyare limited to redemption at our hotels, restaurants, spas and retail facilities. Government RegulationWe are subject to extensive regulation under laws, rules and supervisory procedures primarily in the jurisdictions where our facilities are located or docked.The states in which we operate empower their regulators to investigate participation by licensees in gaming outside their jurisdiction and may require accessto periodic reports with respect to those gaming activities. Violations of laws in one jurisdiction could result in disciplinary action in other jurisdictions. Adetailed description of the governmental gaming regulations to which we are subject is filed as Exhibit 99.1 and is herein incorporated by reference. If additional gaming regulations are adopted in a jurisdiction in which we operate, such regulations could impose restrictions or costs that could have asignificant adverse effect on us. From time to time, various proposals have been introduced in the legislatures of some of the jurisdictions in which we haveexisting or planned operations that, if enacted, could adversely affect the tax, regulatory, operational or other aspects of the gaming industry and us. We do notknow whether or not such legislation will be enacted. The federal government of the United States has also previously considered a federal tax on casinorevenues and the elimination of betting on National Collegiate Athletic Association events. With the recent expansion of sports wagering in various states, andonline casinos on a more limited basis, a federal government may enact legislation taxing and regulating sports wagering and online casino wagering, oralternatively may elect to prohibit such wagering. In addition, gaming companies are currently subject to significant state and local taxes and fees in additionto normal federal and state corporate income taxes, and such taxes and fees are subject to increase at any time. Any material increase in these taxes or feescould adversely affect us. 7
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Table of Contents Human Capital and Labor RelationsAs of December 31, 2025, we had 16,009 employees ("Team Members"), including 15,170 Team Members at our properties and 839 Team Members in ourcorporate function. We have collective bargaining agreements with six unions covering 989 employees. Our Team Members are the most important contributors to our business. For our business to operate successfully, to execute on our long-term strategy, and tocontinue to grow, we depend on having Team Members with the necessary talent and skills to support our property operations and corporate function. Our access to talent is impacted by local factors in each of our communities, including employment levels, and demand for and availability of specializedskills. In the near term, we expect hiring pressures to continue to be a challenge for our business, however we are confident that we will be able to maintainour workforce and add Team Members with the specialized skills and experience necessary to sustain and grow our business. We strive to attract individuals who are people-focused and share the values of our culture, which we refer to as "Boyd Style." Our culture includes valuingrelationships, exceeding expectations, working smart, and exhibiting our commitment to integrity in everything we do. These values are expected andreinforced at all levels of our organization. We believe this fosters dignity and respect between our Team Members and creates a positive workingenvironment, reinforces the customer experience, and promotes long-term stakeholder value. We have programs dedicated to selecting new talent and enhancing the skills of our Team Members, including recruiting relationships with numerous industryassociations, government agencies and colleges. We believe we provide competitive wages and benefits to attract and retain the talent necessary for thesuccessful operation of our business. Our benefits include healthcare and retirement benefits, holiday and paid time off, and tuition assistance. We believe our business is differentiated from our competitors due to our commitment to customer service and delivering a customer experience that fosterslong-term loyalty. As such, our business depends on the capability and friendliness of each of our Team Members in order to provide outstanding customerservice to each of our guests. Every new Team Member at Boyd Gaming is required to complete the Company’s guest service training program. The programis strongly linked to our culture and values and gives Team Members the tools and training to create outstanding customer service experiences for our guests.Additionally, all Boyd Gaming leaders are required to attend leadership training. The program provides our leaders with the tools and training to effectivelycommunicate and coach their team to success. The Company has adopted a Code of Business Conduct that promotes ethical behavior and encourages Team Members to talk to supervisors, managers, orother appropriate personnel when in doubt about the best course of action. Furthermore, we also maintain a confidential Team Member hotline operated by anindependent firm for anonymously reporting suspected wrongdoing. Boyd Gaming strives to provide all Team Members a work environment free of discrimination and harassment. All supervisors and management staff arerequired to attend annual harassment awareness training, are responsible for ensuring that all Team Members comply with this policy and are responsible forensuring appropriate action is taken if harassment occurs in the workplace. We have formal, annual goal setting and performance review processes to drive engagement, performance and retention. Our commitment to Team Memberengagement is evidenced by our average Team Member service tenure of 7.9 years. In our most recent survey, 78% of Team Members reported high levels ofjob satisfaction. 8
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Table of Contents Corporate Social Responsibility ("CSR")We believe our Company's CSR initiatives are consistent with our values and an integral part of our success as a Company. Dating back to our Company’sfounding, we strive to share our success with others, treating every stakeholder of our Company with respect and integrity, and making sure that our homecommunities are better places because we are a part of them. We believe our long-term success is intertwined with healthy and vibrant communities. We look to invest in our communities, providing donations each yearto non-profit organizations across the United States. When crises or natural disasters impact our communities, we have actively supported our neighbors andTeam Members in need. We strive to be an employer of choice and create a welcoming workplace environment. Our commitment to being an employer of choice has been recognizedby US News & World Report, which named Boyd Gaming one of "America's Best Companies to Work For" in 2025. Additionally, our Company's CSRinitiatives were recognized by Newsweek magazine, which named us one of "America's Most Responsible Companies" in 2025. We are committed to promoting responsible gaming throughout our operations and our marketing efforts, and to helping provide assistance to those who needhelp. We provide support to problem gambling and responsible gaming organizations across the country, require all Team Members to participate in annualresponsible gaming awareness training and post prominent signage throughout our properties providing problem gambling helpline information. Wealso ensure all advertising and marketing includes information on problem gambling and additional information is available to our customers at ourproperties. To fulfill our commitment to our shareholders to operate with the highest level of integrity and respect, we follow a robust set of corporate governancepolicies and procedures and have assembled an experienced Board of Directors that shares our commitment. Corporate InformationBoyd Gaming was founded in 1975 and incorporated in Nevada in June 1988. Our principal executive offices are located at 6465 South Rainbow Boulevard,Las Vegas, Nevada 89118, and our main telephone number is (702) 792-7200. Our website is www.boydgaming.com. Information on our website is notincorporated by reference herein. Available InformationWe file annual, quarterly, current and special reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC"). Inaddition, the SEC maintains an Internet site, at https://www.sec.gov, containing reports, proxy and information statements, and other information regardingissuers that file electronically with the SEC. Copies of our SEC filings are available on the SEC’s website. You also may read and copy reports and otherinformation filed by us at the office of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005. A copy of this Annual Report onForm 10-K will be provided to a stockholder, with exhibits, without charge upon written request to Boyd Gaming Corporation, 6465 South RainbowBoulevard, Las Vegas, Nevada 89118, (702) 792-7200, Attn: David Strow, Vice President, Corporate Communications. We make our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K, and all amendments to these reports,available free of charge on our corporate website as soon as reasonably practicable after such reports are filed with, or furnished to, the SEC. In addition, ourCode of Business Conduct and Ethics, Corporate Governance Guidelines, and charters of the Audit Committee, Compensation Committee, and the CorporateGovernance and Nominating Committee are available on our website. We will provide reasonable quantities of electronic or paper copies of filings free ofcharge upon request. In addition, we will provide a copy of the above referenced charters to stockholders upon request. 9
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Table of Contents Important Information Regarding Forward-Looking StatementsThis Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of theSecurities Exchange Act of 1934, as amended (the "Exchange Act"). Such statements contain words such as "may," "will," "might," "expect," "believe,""anticipate," "could," "would," "estimate," "pursue," "target," "project," "intend," "plan," "seek," "should," "assume," and "continue," or the negative thereofor comparable terminology. Forward-looking statements in this Annual Report on Form 10-K may include, but are not limited to, statements regarding thefactors listed below. The following factors, along with the Risk Factors included in Part I, Item 1A of this Form 10-K, could affect future results and causethose results to differ materially from those expressed in the forward-looking statements: • the general effect and expectation of the national and global economy on our business, including but not limited to interest rates andinflationary pressures, as well as the economies where each of our properties are located; • our business model, areas of focus and strategy for driving business results; • our ability to maintain the integrity of our information technology systems and to protect our internal information; • competition, including expansion of gaming into additional markets including online gaming, our ability to respond to such competition,and our expectations regarding continued competition in the markets in which we compete; • our expectations regarding the expansion of sports betting and online wagering; • our expectations regarding future trends affecting the gaming industry and the impact of these trends on growth in our industry, futuredevelopment opportunities, and merger and acquisition activity in general; • our compliance with government regulations, including our ability to receive and maintain necessary approvals for our projects; • the sufficiency of our cash flows from operating activities and financing sources to meet our projected operating and maintenance capitalexpenditures for the next twelve months; • impacts caused by public health emergencies and man-made or natural disasters we may encounter; • our ability to incur additional indebtedness, our ability to refinance or pay amounts outstanding under our credit agreement and ourunsecured notes when they become due, our compliance with related covenants, and our expectation that we will need to refinance all or aportion of our indebtedness at or before maturity; • our belief that all pending litigation claims, if adversely decided, will not have a material effect on our business, financial position, resultsof operations or cash flows; • our estimates and expectations regarding anticipated taxes, tax credits or tax refunds; • our asset impairment analyses and our intangible asset and goodwill impairment tests; and • the likelihood of interruptions to our rights in the land we lease under long-term leases for certain of our hotels and casinos. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. All forward-looking statements in this Form 10-K(including any document incorporated by reference) are made only as of the date of the document in which they are contained, based on information availableto us as of the date of that document, and we caution you not to place undue reliance on forward-looking statements in light of their associated risks anduncertainties. Forward-looking statements are necessarily estimates reflecting the best judgment of our senior management and involve a number of risks anduncertainties, some of which may be beyond our control, which could cause actual results to differ materially from those suggested by the forward-lookingstatements. If any of those risks and uncertainties were to materialize, actual results could differ materially from those discussed in any such forward-lookingstatement. Among the factors that could cause actual results to differ materially from those discussed in forward-looking statements are those discussed underthe heading "Risk Factors" in this Annual Report on Form 10-K and in our other current and periodic reports filed with the SEC from time to time. In addition, historical, current, and forward-looking CSR-related statements may be based on standards for measuring progress that are still developing andinternal controls and processes that continue to evolve. Our CSR initiatives are subject to additional risks and uncertainties, including regarding the evolvingnature of data availability, quality, and assessment; related methodological concerns; our ability to implement various initiatives under expected timeframes,cost, and complexity; our dependency on third parties to provide certain information and to comply with applicable laws and policies; and other unforeseenevents or conditions. These factors, as well as others, may cause results to differ materially and adversely from those expressed in any of our forward-lookingstatements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We undertake noobligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Additionally, we mayprovide information that is not necessarily material for SEC reporting purposes but that is informed by various CSR and environmental, social andgovernance standards and frameworks (including standards for the measurement of underlying data), internal controls, and assumptions or third-partyinformation that are still evolving and subject to change. Our disclosures based on any standards may change due to revisions in framework requirements,availability of information, changes in our business or applicable governmental policies, or other factors, some of which may be beyond our control. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by ourcautionary statements. Except as required by law, we undertake no obligation to update any forward-looking statements, whether as a result of newinformation, future events or otherwise. 10
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Table of Contents ITEM 1A. Risk FactorsIn addition to the other information contained in this report on Form 10-K, the following Risk Factors should be considered carefully in evaluating ourbusiness. If any of the following risks actually occurs, our business, financial condition and results of operations could be materially and adversely affected. If this wereto happen, the value of our securities, including our common stock and senior notes, could decline significantly, and investors could lose all or part of theirinvestment. This report is qualified in its entirety by these risk factors. Risks Related to our Business Our business is particularly sensitive to reductions in discretionary consumer spending due to inflation and downturns in the economy. Consumer demand for entertainment and other amenities at our casino hotel properties is particularly sensitive to downturns in the economy and thecorresponding impact on discretionary spending on leisure activities. Changes in discretionary consumer spending or consumer preferences brought about byfactors such as inflation, rising interest rates, perceived or actual general economic conditions, effects of declines in consumer confidence in the economy,including any future housing, employment and credit crisis, the impact of high energy and food costs, the increased cost of travel, the potential for bankfailures, decreased disposable consumer income and wealth, or fears of war and future acts of terrorism could further reduce customer demand for theamenities that we offer, thus imposing practical limits on pricing and negatively impacting our results of operations and financial condition. In 2008, we experienced a profound reduction in consumer demand as a result of the economic recession in the U.S. economy, and we are now experiencingthe impacts of inflation and other economic factors, which are significantly impacting customer visitations and business revenue. Consumer spending habitschanged significantly due to the recession in 2008, and we expect that consumer behavior due to inflation and other economic factors may be similarly alteredfor an extended period of time. Because our business model relies on consumer expenditures on entertainment, luxury and other discretionary items, anongoing economic downturn could materially adversely affect our operating results and financial condition. Failure to maintain the integrity of our information technology systems, protect our internal information, or comply with applicable privacy and datasecurity regulations could adversely affect us. We rely extensively on our computer systems to process customer transactions, manage customer and employee data, and communicate with third-partyvendors and other third parties, and we may also access the internet to use our computer systems. Our operations require that we collect and store customerand employee data, including credit card numbers and other personal information, for various business purposes, including marketing and promotionalpurposes. Breaches of our security measures or information technology systems or the accidental loss, inadvertent disclosure or unapproved dissemination ofproprietary information or sensitive personal information or confidential data about us, or our customers, or our employees, including the potential loss ordisclosure of such information as a result of hacking or other cyber-attack, computer virus, fraudulent use by customers, employees or employees of thirdparty vendors, trickery or other forms of deception or unauthorized use, or due to system failure, could expose us, our customers, our employees or otherindividuals affected to a risk of loss or misuse of this information, result in litigation and potential liability for us, damage our casino or brand names andreputations or otherwise harm our business, financial condition, and results of operations. We rely on proprietary and commercially available systems,software, tools and monitoring to provide security for processing, transmitting, and storing customer information, such as payment card, employeeinformation and other confidential or proprietary information. Our data security measures are reviewed and evaluated regularly; however, they might notprotect us against increasingly sophisticated and aggressive threats, and disruptions in our computer systems can occur notwithstanding the data securitymeasures and disaster recovery plans that we have in place. Further, our systems are not fully redundant, and our disaster recovery planning cannot accountfor all possible scenarios. The cost and operational consequences of implementing further data security measures could be significant. Any loss, disclosure of, misappropriation of, or access to customers’ or other personal, proprietary information or any other breach of our information securitycould result in extensive legal proceedings or legal claims, including regulatory investigations and actions, or liability for failure to comply with state orfederal privacy and information security laws, including for failure to protect personal information or for misusing personal information, which could disruptour operations, cause extensive damage to our reputation, and expose us to legal claims from customers, financial institutions, regulators, payment cardassociations, employees, and other persons, any of which could have an adverse effect on our financial condition, results of operations, and cash flow. Additionally, the collection of customer and employee personal information imposes various privacy compliance-related obligations on our business andincreases the risks associated with a breach or failure of the integrity of our information technology systems. The collection and use of personal data aregoverned by privacy laws and regulations enacted by the various states, the United States federal government, and various foreign jurisdictions. Privacy lawsand regulations continue to evolve and on occasion may be inconsistent between jurisdictions. For example, the California Consumer Privacy Act of 2018 (asamended by the California Privacy Rights Act of 2020, collectively, the "CCPA"), provides to California consumers certain access, deletion and opt-out rightsrelated to their personal information, imposes civil penalties for violations and affords, in certain cases, a private right of action for data breaches. Compliancewith the CCPA may require us to incur significant costs and expenses. Similar laws have been passed or proposed in other states and at a federal level,reflecting a trend toward more stringent privacy legislation in the United States. In addition to fines and penalties that may be imposed for failure to complywith state law, some states provide for private rights of action to customers for misuse of or unauthorized access to personal information. Compliance with privacy laws and regulations may increase our operating costs and/or adversely impact our ability to market our products, properties, andservices to our customers. In addition, non-compliance with applicable privacy laws and regulations by us (or in some circumstances non-compliance bythird-party service providers engaged by us) may also result in damage to our reputation, vulnerabilities that could be exploited to breach our systems and/orsubject us to fines, payment of damages, lawsuits or restrictions on our use or transfer of personal information. 11
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Table of Contents Our technology infrastructure is critical to the performance of our digital gaming operations, and any system failures, errors, defects, or disruptionscould adversely affect our operations. Our technology infrastructure is critical to the performance of our digital gaming operations and to user satisfaction, and we rely significantly on ourcomputer systems and software to receive and properly process internal and external data. Our systems may not be adequate to avoid performance delays oroutages that could be harmful to our online business. In addition, while we believe we have taken appropriate steps to protect our systems, we cannotguarantee that the measures we take to prevent cyberattacks and to protect our systems will be sufficient to ensure uninterrupted operation of our digitalplatform and provide absolute security. We may be subject to website disruptions, outages, and other performance problems due to a variety of factors,including infrastructure changes, human or software errors and capacity constraints. Disruptions from unauthorized access to, fraudulent manipulation of, ortampering with our computer systems and technological infrastructure, or those of third parties that provide support to our operations, could result in a widerange of negative outcomes, each of which could materially affect the operation of our online business and our financial condition, results of operations andprospects. Additionally, our computer systems and software may contain faults, errors, bugs, flaws or corrupted data, and these defects may affect our online offerings orcause systemic shutdowns. These types of issues could disrupt our operations or render a product unavailable. Inaccessibility or intermittent problems withour products could make users less likely to return to our digital platform as often, if at all, or to recommend our offerings to other potential users. If our systems are damaged, breached, attacked, interrupted, or otherwise cease to function properly, we may be required to make significant investments torepair or replace them and may experience loss or corruption of critical data as well as suffer interruptions in our business operations in the interim. Intense competition exists in the gaming industry, and we expect competition to continue to intensify. The gaming industry is highly competitive for both customers and employees, including those at the management level. We compete with numerous gamingentertainment properties. We also compete with other non-gaming resorts and vacation destinations and with various other casino and entertainmentbusinesses, including online gaming websites and mobile applications, and could compete with any new forms of gaming that may be legalized in the future.For example, there has been recent expansion of sports betting in various states with legislation allowing for sports betting in casinos and/or online.Expansion of traditional and online gaming in jurisdictions where we do not operate could create additional competition. The casino entertainment business ischaracterized by competitors that vary considerably in their size, type of facilities, number of operations, brand identities, marketing and growth strategies,financial strength and capabilities, amenities, management talent and geographic diversity. We face competition from nearby markets in addition to directcompetition within our market areas. With fewer new markets opening for development, competition in existing markets has also intensified in recent years. We and our competitors have investedin expanding existing facilities, developing new facilities, and acquiring established facilities in existing markets. This expansion of existing casinoentertainment properties, the increase in the number of properties and the aggressive marketing strategies of many of our competitors have increasedcompetition in many markets in which we compete, and we expect this to continue. Additionally, competition may intensify if our competitors commitadditional resources to aggressive pricing and promotional activities to attract customers. We also compete with legalized gaming from casinos located on Native American tribal lands. Expansion of Native American gaming in areas located nearour properties, or in areas in or near those from which we draw our customers, could have an adverse effect on our operating results. In addition, we also compete to some extent with other forms of gaming on both a local and national level, including state-sponsored lotteries, charitablegaming, video gaming terminals at bars, restaurants, taverns and truck stops, on-and off-track wagering, and other forms of entertainment, including motionpictures, sporting events and other recreational activities. These secondary competitors could reduce the number of visitors to our facilities or the amount theyare willing to wager, which could have a material adverse effect on our ability to generate revenue or maintain our profitability and cash flows. If our competitors operate more successfully than we do, if they attract customers away from us as a result of aggressive pricing and promotion, if they aremore successful than us in attracting and retaining employees, if their properties are enhanced or expanded, if they operate in jurisdictions that give themoperating advantages due to differences or changes in gaming regulations or taxes, or if additional hotels and casinos are established in and around thelocations in which we conduct business, we may lose market share or the ability to attract or retain employees. In particular, the expansion of casino gamingin or near any geographic area from which we attract or expect to attract a significant number of our customers could have a significant adverse effect on ourbusiness, financial condition and results of operations. In addition, increased competition may require us to make substantial capital expenditures to maintain and enhance the competitive positions of ourproperties, including updating slot machines to reflect changing technology, refurbishing public service areas periodically, replacing obsolete equipment on anongoing basis and making other expenditures to increase the attractiveness and add to the appeal of our facilities. There can be no assurance that we will havesufficient funds to undertake these expenditures or that we will be able to obtain sufficient financing to fund such expenditures. If we are unable to make suchexpenditures, our competitive position could be materially adversely affected. 12
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Table of Contents We may incur impairments to goodwill, indefinite-lived intangible assets, or long-lived assets. In accordance with the authoritative accounting guidance for goodwill and other intangible assets, we test our goodwill and indefinite-lived intangible assetsfor impairment annually or if a triggering event occurs. We also test our long-lived assets for impairment if a triggering event occurs. We perform our annualimpairment testing for goodwill and indefinite-lived intangible assets as of October 1. Impairment charges of $128.4 million, $10.5 million and $107.8 millionwere recorded as a result of our 2025, 2024 and 2023 impairment tests and triggering event reviews, respectively. If our estimates of projected cash flows related to our assets are not achieved, we may be subject to future impairment charges, which could have a materialadverse impact on our consolidated financial statements. Risks Related to the Regulation of our Industry We are subject to extensive governmental regulation, including federal, state and local laws affecting business in general, which may harm our business. Our ownership, management and operation of gaming facilities are subject to extensive laws, regulations and ordinances, which are administered by variousfederal, state and local government entities and agencies. We are subject to regulations that apply specifically to the gaming industry, horse racetracks andcasinos, including regulation with respect to gambling, live racing, and approval standards applicable to our directors, officers, key employees, joint venturepartners and certain shareholders. We are also subject to regulations applicable to businesses generally, including regulation with respect to alcoholicbeverages, smoking, currency transactions, taxation, zoning and building codes, anti-money laundering and marketing and advertising. A more detaileddescription of the governmental gaming regulations to which we are subject is filed as Exhibit 99.1 herewith. If significant additional or differing gamingregulations are adopted in a jurisdiction in which we operate, such regulations could impose restrictions or costs that could have an adverse effect on us. Fromtime to time, various proposals are introduced in the legislatures of some of the jurisdictions in which we have existing or planned operations that, if enacted,could adversely affect the tax, regulatory, operational or other aspects of the gaming industry and our company. Additionally, some regulatory authorities haveadopted laws and policies regarding climate considerations, emissions, and water usage. Such requirements could result in increased costs related toregulatory compliance, including potential additional capital expenditures. We can give no assurance that any additional licenses, permits and approvals that may be required will be granted or that existing ones will be renewed.Renewal is subject to, among other things, continued satisfaction of suitability requirements. Any failure to renew or maintain our licenses or to receive newlicenses when necessary could have a material adverse effect on us. We are subject to extensive taxation policies, which may harm our business. From time-to-time, federal, state, and local legislators and officials have proposed changes in tax laws, or in the administration of such laws, affecting thegaming industry. For example, the federal government has considered a federal tax on casino revenues. In addition, worsening economic conditions couldintensify the efforts of state and local governments to raise revenues through increases in gaming taxes, property taxes and/or by authorizing additionalgaming properties each subject to payment of a new license fee. It is not possible to determine with certainty the likelihood of changes in the applicability oradministration of such laws. Such changes, if adopted, could have a material adverse effect on our financial condition, results of operations, and cash flows. In addition, gaming companies are often subject to significant revenue-based taxes and fees, in addition to normal federal, state and local corporate incometaxes. Such taxes and fees are subject to increase at any time and increases may be retroactive to prior years. A material increase in state and local taxes andfees could cause our business, financial condition and results of operations to be adversely affected. 13
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Table of Contents Risks Related to our Properties We own real property and are subject to extensive environmental regulation, which creates uncertainty regarding future environmental expenditures andliabilities and could affect our ability to develop, sell or rent our property or to borrow money using such property as collateral. We are subject to various federal, state and local environmental laws, ordinances and regulations, including those governing discharges into air and water, thegeneration, handling and disposal of petroleum products, hazardous substances and wastes, and the health and safety of our employees. For example, ourhorse racing operations are subject to oversight by the Environmental Protection Agency ("EPA"), which includes regulations governing concentrated animalfeeding operations and the related processing of animal wastewater. Permits may be required for us to conduct business on our properties, and these permitsare subject to renewal, modification and, potentially, revocation. In addition, under environmental laws, ordinances and regulations, a current or previous owner or operator of property may be liable for the costs ofinvestigation and removal or remediation of some kinds of hazardous substances or petroleum products on, under, or in its property, without regard to whetherthe owner or operator knew of, or caused, the presence of the contaminants, and regardless of whether the practices that resulted in the contamination werelegal at the time they occurred. Additionally, as an owner or operator, we could also be held responsible to a government entity or third parties for propertydamage, personal injury and investigation and cleanup costs incurred by them in connection with any contamination. The costs of investigation, remediationor removal of those substances may be substantial, and the presence of those substances, or the failure to remediate a property properly, may impair ourability to use our property. The presence of, or failure to remediate properly, such substances may adversely affect the ability to sell or rent the property or to borrow funds using theproperty as collateral. Additionally, the owner of a site may be subject to claims by third parties based on damages and costs resulting from environmentalcontamination emanating from a site. Future developments regarding environmental matters could lead to material costs of environmental compliance for us, and such costs could have a materialadverse effect on our business and financial condition, operating results and cash flows. Our operations could be impacted by extreme weather conditions. Certain of our properties are located in areas that may be subject to extreme weather conditions, including, but not limited to, hurricanes, floods, tornadoes,wildfires, and winter storms. Extreme weather conditions may interrupt our operations, damage our properties and reduce the number of customers who visitour facilities in the affected areas. Our properties in Illinois, Indiana, Iowa, Kansas, Louisiana, Missouri, Ohio and Pennsylvania are at risk of experiencing snowstorms, tornadoes and flooding. Snowstorms and other adverse weather conditions have interrupted our operations, damaged our properties and reduced the number of customers who visitour facilities in an affected area. Likewise, some of our properties have been forced to close for extended periods due to floods and hurricanes, and certain ofour properties are in areas that have been identified by the director of the Federal Emergency Management Agency ("FEMA") as a special flood hazard area.If there is a prolonged disruption at any of our properties due to natural disasters or other catastrophic weather events, our business, results of operations andfinancial condition could be materially adversely affected. In addition, the operations of critical suppliers could be negatively impacted by severe weatherconditions, which could adversely affect our business. There can be no assurance that we will be able to fully collect under our insurance coverage on any claims resulting from extreme weather conditions. If anyof our properties are damaged or if our operations are disrupted because of extreme weather, or if extreme weather adversely impacts general economic orother conditions in the areas in which our properties are located or from which we draw our patrons, our business, financial condition and results ofoperations could be materially adversely affected. We draw a significant percentage of our customers from certain geographic regions. Events adversely impacting the economy of these regions, includingpublic health outbreaks and man-made or natural disasters, may adversely impact our business. The California, Fremont and Main Street Station draw a substantial portion of their customers from the Hawaiian market, with such customers historicallycomprising approximately half of the room nights sold at each property. Decreases in discretionary consumer spending, as well as an increase in fuel costs ortransportation prices, a decrease in airplane seat availability, or a deterioration of relations with tour and travel agents, particularly as they affect travelbetween the Hawaiian market and our facilities, could adversely affect our business, financial condition and results of operations. Our facilities, including our riverboats and dockside facilities, are subject to risks relating to mechanical failure and regulatory compliance. Generally, all of our facilities are subject to the risk that operations could be halted for a temporary or extended period of time due to casualty, forces ofnature, mechanical failure, or extended or extraordinary maintenance, among other causes. We currently conduct our Par-A-Dice, Blue Chip, Sam's Town Shreveport, Amelia Belle and Belterra Resort gaming operations on riverboats. Each of ourriverboats must comply with the United States Coast Guard ("USCG") requirements as to boat design, on-board facilities, equipment, personnel and safety.Each riverboat must hold a Certificate of Inspection for stabilization and flotation and may also be subject to local zoning codes. The USCG requirementsestablish design standards, set limits on the operation of the vessels and require individual licensing of all personnel involved in the operation of the vessels.Loss of a vessel's Certificate of Inspection would preclude its use as a casino. 14
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Table of Contents Some of our hotels and casinos are located on leased property. If we default on one or more leases, the applicable lessors could terminate the affectedleases, and we could lose possession of the affected hotel and/or casino. We lease certain property on which our hotels and gaming facilities are located. As a lessee, we have the right to use the leased land, including the structureson such land; however, we do not retain fee ownership in the property. Accordingly, we have no interest in the land or improvements thereon at the expirationof the lease. Moreover, since we do not completely control the land underlying such property, a landowner could take certain actions to disrupt our rights inthe land leased under a long-term lease. While such interruption is unlikely, such events are beyond our control. If the entity owning any property chose todisrupt our use either permanently or for a significant period of time, then the value of our assets could be impaired and our business, financial condition andresults of operations could be adversely affected. If we were to default on any one or more of these leases, the applicable lessors could terminate the affectedleases, and we could lose possession of the affected property, including the underlying land, hotels and casinos. This could have a material adverse effect onour business, financial condition and results of operations. In addition, if some of our leased facilities are unprofitable, we could remain obligated for leasepayments and other obligations under the leases even if we withdrew from those locations. Risks Related to our Indebtedness We have incurred a significant amount of indebtedness in the past and may incur significant indebtedness in the future, which could adversely affect ourbusiness and financial condition. In the past, we have incurred significant indebtedness to fund the growth and development of our business. We and our subsidiaries had approximately $2.1billion of long-term debt on a consolidated basis as of December 31, 2025, which approximately $0.2 billion was outstanding under the Credit Facility (asdefined below in "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources -Indebtedness"), and excluded approximately $12.7 million in aggregate outstanding letters of credit. In addition, an aggregate amount ofapproximately $1,276.6 million was available for borrowing under the Revolving Credit Facility (as defined below in "Management's Discussion andAnalysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Indebtedness") as of December 31, 2025. We and our subsidiaries may incur substantial additional indebtedness in the future, including under our Credit Facility or in connection with expansion,development, investment or other strategic initiatives. Our future ability to satisfy any debt obligations is subject, to some extent, to financial, market,competitive, legislative, regulatory, and other factors that are beyond our control. If new debt is added to our consolidated debt levels, the risks associatedwith our indebtedness could increase, and substantial debt obligations could have negative consequences to our business, including increasing ourvulnerability to adverse economic or industry conditions and requiring us to dedicate a significant portion of our cash flows to debt service rather than tooperating or growth initiatives. The terms of our Credit Facility and other debt instruments do not fully prohibit us or our subsidiaries from incurring additional indebtedness, and borrowingsunder the Credit Facility could be effectively senior to other indebtedness to the extent of the value of the collateral securing such borrowings. Note 7, Long-Term Debt, included in the notes to our audited consolidated financial statements presented in Part II, Item 8, contains further disclosureregarding our current outstanding debt. In addition, Note 16, Subsequent Events, includes further disclosure regarding our Amended and Restated CreditAgreement entered into on January 21, 2026. The restrictive covenants in our Credit Facility and other debt instruments may limit our operational and financial flexibility, and failure to comply withthese covenants could adversely impact our business. Our current debt instruments contain, and any future debt instruments are likely to contain, a number of restrictive covenants that impose significant operatingand financial restrictions on us. These covenants restrict our ability to, among other things: incur additional debt, including providing guarantees or creditsupport; incur liens securing indebtedness or other obligations; make certain investments; dispose of assets; make certain acquisitions; pay dividends or makedistributions and make other restricted payments; enter into sale and leaseback transactions; engage in new businesses; and enter into transactions with ourstockholders and our affiliates. In addition, our Credit Facility contains certain financial covenants, including, without limitation, covenants requiring us to maintain: (i) a minimumconsolidated interest coverage ratio on a quarterly basis of 2.50 to 1.00, and (ii) a maximum Consolidated Total Net Leverage Ratio ("CTNL Ratio") on aquarterly basis. The CTNL Ratio is calculated as Consolidated Net Indebtedness to twelve-month trailing Consolidated EBITDA, as defined by the CreditAgreement and must be no higher than 4.50 to 1.00. Our Credit Facility also imposes limitations on the incurrence of indebtedness and liens, transfers, salesand other dispositions, and restrictions on investments, dividends and certain other payments. Failure to comply with these covenants could result in an event of default, which, if not cured or waived, could result in the acceleration of our indebtednessand have a significant adverse effect on our business, results of operations and financial condition. 15
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Table of Contents We require a significant amount of cash to service our debt. Our ability to generate cash depends on many factors beyond our control. Our ability to make payments, refinance, or otherwise service our indebtedness and to fund planned capital expenditures and expansion efforts depends on ourability to generate cash. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that arebeyond our control, including interest rates. Our business may not generate sufficient cash flows from operations, and future borrowings may not be available to us under the Credit Facility in amountssufficient for us to retire our current indebtedness as such indebtedness matures and to fund our other liquidity needs. If our cash flows from operations areinsufficient, or if access to capital under our Credit Facility or other financing sources is limited, we may be required to refinance all or a portion of ourindebtedness as it matures or seek alternative sources of liquidity. There can be no assurance that refinancing or other financing will be available oncommercially reasonable terms, or at all. In such circumstances, we may be required to adjust our operating plans, including by reducing or delaying capitalexpenditures, disposing of assets, or pursuing alternative financing arrangements. In addition, certain state laws contain restrictions on the ability ofcompanies engaged in the gaming business to undertake certain financing transactions. Such restrictions may prevent us from obtaining the necessary capitalto meet our current repayment obligations. Current and future economic, capital and credit market conditions could adversely affect our ability to service our indebtedness and other financialcommitments or make planned expenditures. Our ability to make payments on our indebtedness and other financial commitments, including the rent payments under our leases, and to fund planned orcommitted capital expenditures and other investments depends on our ability to generate cash flow, borrow under the Credit Facility or incur newindebtedness. Capital market volatility and prevailing high interest rates increases our cost of capital. Additionally, borrowings under certain of our facilitiesare at variable rates of interest and expose us to interest rate volatility. If interest rates increase, our debt service obligations on certain of our variable rateindebtedness will increase even though the amount borrowed remains the same. Our ability to timely refinance and replace our indebtedness on attractiveterms or at all will be significantly influenced by the economic and capital market conditions at the time of such refinancing. If we are unable to refinance ourindebtedness on a timely basis or if attractive financing terms are not available to us, we might be forced to seek alternate forms of financing, dispose ofcertain assets or minimize capital expenditures and other investments. There is no assurance that any of these alternatives would be available to us, if at all, onsatisfactory terms. We are required to pay a substantial amount of rent pursuant to our Master Lease agreements with GLPI, which impacts free cash flow and could limitour ability to invest in our operations or seek additional development or strategic opportunities. We lease the real estate of Ameristar Kansas City, Ameristar St. Charles, Belterra Resort and Belterra Park (each an "OpCo," and collectively the "OpCos")from GLPI, pursuant to two triple net REIT Master Leases (the "Master Leases"). Current annual rent under the Master Leases is $113.8 million, with rentalincreases over time. The Master Leases also include substantial additional obligations that may require future uses of free cash flow, including obligations tomaintain and repair the properties and minimum annual capital investment requirements. The Master Leases also provide that we assume the risk of loss withrespect to any casualty or condemnation event, and we may be required to repair or rebuild the facility in such event. These obligations, should the circumstances arise, could significantly impact free cash flow and adversely impact our ability to invest in our operations orseek additional development or strategic opportunities. For example, our obligations under the Master Leases may limit our ability to: • prepay or repay our long-term debt or to obtain additional indebtedness; • fund working capital, capital expenditures and other general corporate activities; and • respond to changes in our business and the industry in which we operate, including pursuing new markets and additional lines of business,development opportunities, acquisitions and other strategic investments that we might otherwise pursue. Any of the above listed factors could have a material adverse effect on our business, financial condition and results of operations. Risks Related to our Equity Ownership Certain of our stockholders own large interests in our capital stock and may significantly influence our affairs. Marianne Boyd Johnson, our Chairman, together with her immediate family, beneficially owned approximately 30% of the Company's outstanding shares ofcommon stock as of December 31, 2025. As such, the Boyd family could significantly influence our affairs, including electing the members of our Board ofDirectors and, except as otherwise provided by law, approving or disapproving other matters submitted to a vote of our stockholders, including a merger,consolidation, or sale of assets. 16
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Table of Contents ITEM 1B. Unresolved Staff CommentsNone ITEM 1C. CybersecurityCybersecurity represents a critical component of the Company’s overall approach to risk management. The Company’s cybersecurity policies, standards andpractices are fully integrated into our approach to risk management, and cybersecurity risks are among the core enterprise risks that are subject to oversight byour Board of Directors (the "Board"). The Company uses recognized frameworks from the National Institute of Standards and Technology as guidelines toinform its cybersecurity policies, standards, and practices. We generally approach cybersecurity matters through a cross-functional, multilayered approach,with specific goals of: (i) identifying, preventing and mitigating cybersecurity threats to the Company; (ii) preserving the confidentiality, integrity andavailability of the information that we collect and store to use in our business; (iii) protecting our intellectual property; (iv) maintaining the confidence of ourcustomers, clients and business partners; and (v) providing appropriate public disclosure of cybersecurity risks and incidents when required. Risk Management and StrategyConsistent with our Information Security Policies and Standards, our cybersecurity program focuses on the following areas: • Awareness: We maintain an extensive presence with cybersecurity threat operations functioning continuously and uninterrupted with thespecific goal of identifying, preventing, and mitigating cybersecurity threats and responding to cybersecurity incidents in accordance with ourestablished incident response and recovery plans. • Systems Safeguards: We deploy systems safeguards that are designed to protect our information systems from cybersecurity threats, includingfirewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improvedthrough ongoing vulnerability assessments and cybersecurity threat intelligence. • Collaboration: We use collaboration mechanisms established with public and private entities, including intelligence and enforcement agencies,industry groups and third-party service providers, to identify, assess and respond to cybersecurity risks. • Third-Party Risk Management: We employ a risk-based approach to identifying and overseeing cybersecurity risks presented by thirdparties, including vendors, service providers and other external users of our systems, as well as third-party systems that could adversely impactour business in the event of a cybersecurity incident affecting those third-party systems. • Training: We provide regular mandatory training for personnel regarding cybersecurity threats, which reinforces our information securitypolicies, standards and practices, and such training is scaled to reflect the roles, responsibilities and information systems access of suchpersonnel. We also publish an internal cybersecurity newsletter on an ad-hoc basis for enterprise-wide consumption to promote awareness oftrends in cybersecurity threats and attack techniques. • Incident Response and Recovery Planning: We have established and maintain comprehensive incident response and recovery plans thataddress our response to and recovery from a cybersecurity incident, and such plans are tested and evaluated on a periodic basis. • Communication, Coordination and Disclosure: We take a cross-functional approach to address the risk from cybersecurity threats, involvingmanagement personnel from our technology, operations, legal, internal audit and other key business functions and engage with our Board in anongoing dialogue regarding cybersecurity threats and incidents while also implementing controls and procedures for the assessment andescalation of cybersecurity incidents pursuant to established thresholds so that decisions regarding the disclosure and reporting of suchincidents can be made by management in a timely manner. • Governance: Our Board regularly interacts with our Chief Information Security Officer ("CISO") and other members of management oncybersecurity risk management. A key part of our strategy for managing risks from cybersecurity threats is the ongoing assessment and testing of our processes and practices through auditing,assessments, tabletop exercises, vulnerability testing, and other exercises focused on evaluating the effectiveness of our cybersecurity measures. We regularlyengage third parties to perform assessments of our cybersecurity program, including information security maturity assessments, audits and independentreviews of our information security control environment and operating effectiveness. The results of such assessments, audits and reviews are reported to theBoard, and we adjust our cybersecurity policies, standards, processes, and practices as necessary based on the information provided. 17
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Table of Contents GovernanceOur Board oversees the management of risks from cybersecurity threats, including the policies, standards, processes and practices that managementimplements to address risks from cybersecurity threats. Our Board receives regular presentations and reports on cybersecurity risks, which address a widerange of topics including, for example, recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threatenvironment, technological trends and information security considerations arising with respect to our peers and third parties. Our Board also receives promptand timely information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding such incidentuntil it has been addressed. At least quarterly, the Board discusses the Company’s approach to cybersecurity risk management with our CISO. Our CISO is the member of our management team that is principally responsible for overseeing our cybersecurity program, in partnership with other businessleaders across the Company. Our CISO has served in various roles in information technology and information security for over 25 years and holds a degree inBusiness Administration with a major in Accounting and Finance and a graduate degree in International Management. Our CISO also holds advancedcertifications as a Certified Information Systems Security Professional and as a Qualified Technology Executive granted by Digital Directors Network andworks in coordination with the other members of management, including, but not limited to, the Company’s President and Chief Executive Officer, ChiefFinancial Officer, Chief Technology Officer, and General Counsel. Our Chief Technology Officer holds an undergraduate degree in computer science andeconomics from Northwestern and has served in various roles in information technology for over 34 years with Boyd Gaming and numerous other publiccompanies. The Company’s President and Chief Executive Officer, Chief Financial Officer, and General Counsel each hold undergraduate and graduatedegrees in their respective fields, and each has years of experience with managing risks at the Company and in environments similar to the Company’s,including risks arising from cybersecurity threats. Our CISO works collaboratively across the Company to implement a program designed to protect our information systems from cybersecurity threats and topromptly respond to any cybersecurity incidents. To facilitate the success of this program, multidisciplinary teams are deployed to address cybersecuritythreats and to respond to cybersecurity incidents in accordance with our incident response and recovery plans. Through the ongoing communications fromthese teams, the CISO monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents in real time, and reports such incidents to theBoard when appropriate. Cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected the Company, including our business strategy,results of operations, or financial condition. We believe with the cybersecurity and governance program we have in place that we have and continue toimplement effective processes and controls to prevent cybersecurity incidents from being reasonably likely to materially affect the Company. Refer to "Item1A. Risk Factors" in this annual report on Form 10-K, including “Failure to maintain the integrity of our information technology systems, protect our internalinformation, or comply with applicable privacy and data security regulations could adversely affect us”, for additional discussion about cybersecurity-relatedrisks. 18
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Table of Contents ITEM 2. PropertiesInformation relating to the location and general characteristics of our properties is provided in Part I, Item 1, Business - Properties, and is incorporated hereinby reference. As of December 31, 2025, some of our properties utilized leased property in their operations. The real estate parcels utilized by four of our properties are subject to Master Lease agreements with GLPI. The properties under the Master Leaseagreements are: • Ameristar Kansas City, including approximately 250 acres of leased land and building. • Ameristar St. Charles, including approximately 240 acres of leased land and building. • Belterra Resort, including approximately 315 acres of leased land and building. • Belterra Park, including approximately 160 acres of leased land and building. In addition, all or a portion of the sites for the following properties are leased: • Suncoast, located on 49 acres of leased land. • California, located on 13.9 acres of owned land and 1.6 acres of leased land. • Fremont, located on 1.4 acres of owned land and 0.9 acres of leased land. • IP, located on 24 acres of owned land and 3.9 acres of leased land. • Treasure Chest, located on 13 acres of leased land. • Sam's Town Shreveport, located on 18 acres of leased land. • Diamond Jo Dubuque, located on 7 acres of owned land and approximately 2 acres of leased parking surfaces. • Evangeline Downs, which leases the facilities that comprise the Henderson and St. Martinville OTBs. ITEM 3. Legal ProceedingsSee Item 8 of Part II, "Financial Statements and Supplementary Data - Note 9, Commitments and Contingencies - Legal Matters." ITEM 4. Mine Safety DisclosuresNot applicable 19
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Table of Contents PART II ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesOur common stock is listed on the New York Stock Exchange ("NYSE") under the symbol "BYD". On February 16, 2026, the closing sales price of ourcommon stock on the NYSE was $81.99 per share. On that date, we had 421 holders of record of our common stock and our directors and executive officersowned approximately 31% of the outstanding shares. There are no other classes of common equity outstanding. Share Repurchase ProgramOn October 21, 2021, our Board of Directors authorized a share repurchase program of $300.0 million (the "Share Repurchase Program"). In addition, ourBoard of Directors authorized increases to the Share Repurchase Program of $500.0 million on each of June 1, 2022, May 4, 2023, May 9, 2024, December 5,2024 and July 17, 2025. We repurchased 10.1 million shares during the year ended December 31, 2025. As of December 31, 2025, $362.1 million ofrepurchase authorization remained available under the Share Repurchase Program. The following table discloses share repurchases that we have made pursuant to the Share Repurchase Program during the three months ended December 31,2025. Period Total Numberof SharesPurchased Average PricePaid PerShare Total Numberof SharesPurchased asPart of aPubliclyAnnouncedPlan ApproximateDollar ValueThat May YetBe PurchasedUnder thePlan October 1, 2025 through October 31, 2025 821,270 $ 81.71 821,270 $ 480,343,128 November 1, 2025 through November 30, 2025 1,017,267 79.93 1,017,267 399,037,406 December 1, 2025 through December 31, 2025 444,172 83.09 444,172 362,129,334 Totals 2,282,709 $ 81.18 2,282,709 $ 362,129,334 Subject to applicable corporate securities laws, repurchases under the Share Repurchase Program may be made at such times and in such amounts as we deemappropriate. We are subject to certain limitations regarding the repurchase of common stock, such as restricted payment limitations contained in our CreditFacility and the indentures for our outstanding senior notes. We are not obligated to repurchase any shares under this program and repurchases under theShare Repurchase Program can be discontinued at any time at our sole discretion. Repurchases under the Share Repurchase Program are funded with existingcash resources, cash generated from operations and availability under our Credit Facility. We may acquire our debt or equity securities through open market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions orotherwise, upon such terms and at such prices as we may determine. Repurchases of shares may also be made under Rule 10b5-1 plans, which would permitcommon stock to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. The timing, volume and natureof share repurchases will be at the sole discretion of management, dependent on market conditions, applicable securities laws and other factors, and may besuspended or discontinued at any time. Our Definitive Proxy Statement to be filed in connection with our 2026 Annual Meeting of Stockholders, incorporated herein by reference, containsinformation concerning securities authorized for issuance under equity compensation plans within the captions Ownership of Certain Beneficial Owners andManagement and Equity Compensation Plan Information. 20
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Table of Contents Stock Performance GraphThe graph below compares the five-year cumulative total return on our common stock to the cumulative total return of the Standard & Poor's MidCap 400Index ("S&P MidCap 400") and to the Dow Jones U.S. Gambling Index ("Dow Jones US Gambling"). The performance graph assumes that $100 wasinvested on December 31, 2020 in each of the Company's common stock, the S&P MidCap 400 and Dow Jones US Gambling, and that all dividends werereinvested. The stock price performance shown in this graph is neither necessarily indicative of, nor intended to suggest, future stock price performance. Indexed Returns Boyd Gaming Corp. S&P MidCap 400 Dow Jones US Gambling December 2021 152.77 124.76 87.18 December 2022 128.47 108.47 65.00 December 2023 148.99 126.29 84.71 December 2024 174.52 143.88 84.53 December 2025 206.98 154.68 81.82 The performance graph should not be deemed filed or incorporated by reference into any other of our filings under the Securities Act of 1933 or the ExchangeAct of 1934, unless we specifically incorporate the performance graph by reference therein. 21
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Table of Contents ITEM 6. Reserved ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe following discussion should be read in conjunction with our consolidated financial statements and the related notes thereto and other financialinformation included in this Annual Report on Form 10-K. For the year ended December 31, 2023, and changes from the year ended December 31, 2023 tothe year ended December 31, 2024, management’s discussion and analysis pertaining to our financial condition, changes in our financial condition, and theresults of our operations have been omitted from this MD&A and may be found in Item 7. Management’s Discussion and Analysis of Financial Condition andResults of Operations as included in our Annual Report on Form 10-K for the year ended December 31, 2024. In 2025, the Company separated out onlinereimbursements revenue from online revenue and online reimbursements expense from online expense and recast its consolidated statements of operations toreflect these changes, as discussed further in Note 1, Summary of Significant Accounting Policies - Recasted Consolidated Statements of Operations. Giventhis recast, the Company has provided changes for the year ended December 31, 2023 to the year ended December 31, 2024 for the revenue sources,including online revenue and online reimbursements revenue, that were impacted by the recast. The disaggregation of online reimbursements revenue fromonline revenue and online reimbursements expense from online expense did not impact the Company's total revenues, net income or earnings per share aspreviously reported for 2024 and 2023. In addition to the historical information, certain statements in this discussion are forward-looking statements based oncurrent expectations that involve risks and uncertainties. Actual results and the timing of certain events may differ significantly from those projected in suchforward-looking statements. Our primary areas of focus are: (i) growing revenues and building loyalty among our core customers; (ii) ensuring our existing operations are managed asefficiently as possible; (iii) maintaining the strength of our balance sheet, including our leverage ratios, and finding opportunities to diversify and increasecash flow; (iv) returning capital to shareholders through share repurchases and dividends; (v) investing in our existing operations to enhance our offerings andremain positioned for growth; and (vi) successfully pursuing our growth strategy, which is built on identifying development opportunities in our existingportfolio and acquiring assets that we believe are a strategic fit and provide an appropriate return to our shareholders. EXECUTIVE OVERVIEWBoyd Gaming Corporation (the "Company," "Boyd Gaming," "we" or "us") is a multi-jurisdictional gaming company that has been in operation since 1975. As of December 31, 2025, we had 27 gaming entertainment properties. Headquartered in Las Vegas, Nevada, we have geographically diversified gamingentertainment properties in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi, Missouri, Ohio, Pennsylvania and Virginia. In addition, we ownand operate Boyd Interactive, a B2B and B2C online casino gaming business. We also manage the Sky River Casino located in California under amanagement agreement with Wilton Rancheria. We have the following four reportable segments: (i) Las Vegas Locals; (ii) Downtown Las Vegas; (iii)Midwest & South; and (iv) Online, (collectively "Reportable Segments"). The Las Vegas Locals, Downtown Las Vegas and Midwest & South segmentsinclude the operating results of our gaming entertainment properties. The Online segment includes the operating results of our online gaming business,including the acquisition on September 1, 2024 of Boyd Digital (collectively, "Boyd Interactive"), and online market access fees from our agreements withthird parties throughout the United States. To reconcile Reportable Segments information to the consolidated information, the Company has aggregatednonreportable operating segments into a Managed & Other category. The Managed & Other category includes management fees earned under ourmanagement contract with Wilton Rancheria for the management of Sky River Casino in northern California and the operating results of Lattner, our Illinoisdistributed gaming operator. 22
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Table of Contents The table below lists the Reportable Segment classification of each of our gaming entertainment properties that were aggregated based on their similareconomic characteristics, types of customers, types of services and products provided, the regulatory environments in which they operate and theirmanagement and reporting structure. Las Vegas Locals Gold Coast Hotel and Casino Las Vegas, NevadaThe Orleans Hotel and Casino Las Vegas, NevadaSam's Town Hotel and Gambling Hall Las Vegas, NevadaSuncoast Hotel and Casino Las Vegas, NevadaEastside Cannery Casino and Hotel (1) Las Vegas, NevadaAliante Casino + Hotel + Spa North Las Vegas, NevadaCannery Casino Hotel North Las Vegas, NevadaJokers Wild Henderson, NevadaDowntown Las Vegas California Hotel and Casino Las Vegas, NevadaFremont Hotel & Casino Las Vegas, NevadaMain Street Station Hotel and Casino Las Vegas, NevadaMidwest & South Par-A-Dice Casino East Peoria, IllinoisBelterra Casino Resort (2) Florence, IndianaBlue Chip Casino Hotel Spa Michigan City, IndianaDiamond Jo Casino Dubuque, IowaDiamond Jo Worth Northwood, IowaKansas Star Casino Mulvane, KansasAmelia Belle Casino Amelia, LouisianaDelta Downs Racetrack Hotel & Casino Vinton, LouisianaEvangeline Downs Racetrack & Casino Opelousas, LouisianaSam's Town Shreveport Shreveport, LouisianaTreasure Chest Casino Kenner, LouisianaIP Casino Resort Spa Biloxi, MississippiSam's Town Hotel and Gambling Hall Tunica (3) Tunica, MississippiAmeristar Casino * Hotel Kansas City (2) Kansas City, MissouriAmeristar Casino * Resort * Spa St. Charles (2) St. Charles, MissouriBelterra Park (2) Cincinnati, OhioValley Forge Casino Resort King of Prussia, PennsylvaniaThe Interim Gaming Hall (4) Norfolk, Virginia (1) Property has been closed since March 18, 2020. The Company began demolition of the property during the fourth quarter of 2025.(2) Property is subject to a master lease agreement with a real estate investment trust.(3) Property permanently closed on November 9, 2025.(4) Property opened on November 7, 2025 and is a variable interest entity consolidated in our financial statements. 23
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Table of Contents We also own a travel agency located in Hawaii. Financial results for our travel agency are included in our Downtown Las Vegas segment, as our DowntownLas Vegas properties focus their marketing efforts on gaming customers from Hawaii. Most of our gaming entertainment properties also include a hotel, restaurants, bars, a sportsbook, retail and other amenities. Our main business emphasis is onslot revenues, which are highly dependent upon the number of visits and spending levels of customers at our properties. Our gaming entertainment properties have historically generated significant operating cash flow, with the majority of our revenue being cash-based. While wedo provide casino credit and the ability to transfer digital funds from a player's cashless "BoydPay" wallet, subject to certain gaming regulations andjurisdictions, most of our customers wager with cash and pay for non-gaming services with cash or by credit card. Until July 31, 2025, we also held a five percent equity ownership interest in FanDuel Group Parent, LLC ("FanDuel"), the nation's leading sports-bettingoperator. On July 10, 2025, we entered into a definitive agreement with FanDuel and TSE Holdings Ltd., to sell our equity interest, terminate certain marketaccess agreements and enter into certain new market access agreements. The sale of our five percent equity interest in FanDuel closed on July 31, 2025("FanDuel Equity Sale"), and the Company received aggregate cash proceeds of $1,758.0 million. See also Note 1, Summary of Significant AccountingPolicies - Collaborative Arrangements - FanDuel. Our industry is capital intensive, and we rely heavily on the ability of our operations to generate operating cash flow to fund maintenance capitalexpenditures, pay income taxes, repay debt financing and associated interest costs, repurchase our debt or equity securities, pay dividends, and provide excesscash for future development and to help fund acquisitions. Our StrategyOur strategy is to increase shareholder value by pursuing strategic initiatives that improve and grow our business. Growing Revenues and Operating EfficientlyWe are committed to growing revenues and building loyalty among core customers through targeted marketing investments with a focus on maximizinggaming revenues while operating as efficiently as possible. Balance Sheet StrengthWe are committed to maintaining a strong balance sheet and finding opportunities to diversify and increase our cash flow. We are also committed to abalanced capital allocation approach with our cash flows, with a current emphasis on investing in our business and returning capital to shareholders. Theaggregate cash proceeds from the FanDuel Equity Sale during the third quarter of 2025 were used primarily to repay outstanding borrowings under our CreditFacility. Evaluating Acquisition and Growth OpportunitiesOur evaluations of potential investments and growth opportunities are strategic, deliberate, and disciplined. Our goal is to identify and pursue opportunitiesthat grow our business, are available at the right price and deliver a solid return for shareholders. These investments can take the form of expanding andenhancing offerings and amenities at existing properties, developing new properties, expanding and enhancing online sports wagering and online casinoofferings as they are legalized in and around the states we operate today, and asset acquisitions. Maintaining our BrandThe ability of our Team Members to deliver great "Boyd Style" customer service helps distinguish our Company and our brands from our competitors. OurTeam Members are an important reason that our customers continue to choose our properties over the competition across the country. In addition, we haveestablished nationwide branding through our "Boyd Rewards" loyalty program. Our players use their Boyd Rewards cards to earn and redeem points at all ofour gaming entertainment properties and online casino gaming offerings. Boyd Rewards, among other benefits, rewards players for their loyalty by entitlingthem to qualify for promotions and monetary discounts, earn rewards toward gaming and nongaming activities and receive benefits such as vacations andluxury gifts. Our Key Performance IndicatorsWe use several key performance measures to evaluate the operations of our gaming entertainment properties. These key performance measures include thefollowing: • Gaming revenue measures: slot handle, which means the dollar amount wagered in slot machines, and table game drop, which means the totalamount of cash, including digital funds transferred from the players' cashless "BoydPay" wallets, deposited in table games drop boxes, plus the sumof the markers issued at all table games, are measures of volume and/or market share. Slot win and table game hold, which refers to the amount ofmoney wagered on slot machines and table games, respectively, that is retained by us and recorded as gaming revenues. This figure represents thedifference between total wagers made by customers and the winnings they receive on slot machines and table games. Slot win percentage and tablegame hold percentage are not fully controllable by us and represent the relationship between slot handle to slot win and table game drop to tablegame hold, respectively. • Food & beverage revenue measures: average guest check, which means the average amount spent per customer visit and is a measure of volumeand product offerings; number of guests served ("food covers"), which is an indicator of volume; and the cost per guest served, which is a measure ofoperating margin. • Room revenue measures: hotel occupancy rate, which measures the utilization of our available rooms; average daily rate ("ADR"), which is a pricemeasure; and the cost per room, which is a measure of operating margin. 24
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Table of Contents RESULTS OF OPERATIONSOverview Year Ended December 31, (In millions) 2025 2024 Total revenues $ 4,092.0 $ 3,930.2 Operating income 748.4 927.8 Net income 1,838.9 578.0 Total RevenuesTotal revenues increased $161.8 million, or 4.1%, for 2025 as compared to 2024 due primarily to the following: (i) an increase in online reimbursementsrevenue of $125.7 million, which relates to reimbursements of gaming taxes and other expenses paid on behalf of our online partners; (ii) an increase ingaming revenues of $54.2 million, or 2.1%, driven by an increase in slot handle of 2.8% and slot win of 2.5%; and (iii) an increase in management fees of$10.5 million related to our management of Sky River Casino; offset by (iv) a decrease in online revenue of $23.6 million, which was driven by a$56.5 million decrease in revenue from market access agreements and offset by a $32.9 million increase in revenue from Boyd Interactive's operations, whichwas driven primarily by the acquisition of Boyd Digital on September 1, 2024. The $56.5 million decrease in revenue from market access agreements for2025 was due to the termination of certain agreements starting in third quarter 2025 and in some instances, entry into new agreements at lower rates thanthose terminated. In addition, 2024 was favorably impacted by $32.1 million in one-time market access fees. Operating Income In 2025, our operating income decreased $179.4 million, or 19.3%, as compared to 2024. Operating income was unfavorably impacted by a $117.9 millionincrease in impairment of assets over the prior year as the Company recorded long-lived asset impairment charges of $128.4 million during 2025 related toproperty and equipment in the Las Vegas Locals and Midwest & South segments and operating lease right-of-use assets in the Midwest & South segment,compared to a $10.5 million impairment charge during 2024 related to a gaming license right in the Midwest & South segment. In addition, depreciation andamortization increased $26.1 million driven by a full year of depreciation in 2025 after completion of the new land-based casino at Treasure Chest in June2024 and our hotel room renovations at multiple properties. While we experienced growth in gaming revenues during 2025, one of our higher margin revenuestreams, and growth in Boyd Interactive revenues during 2025, both as discussed above, that growth was offset by the $56.5 million decrease in market accessfee revenue, as also discussed above. Market access fee revenue has minimal expenses associated with it such that an increase or decrease in market accessfee revenue will have a greater impact on operating income than increases or decreases in other revenue streams. In addition, the increase in onlinereimbursements revenue of $125.7 million, as discussed above, resulted in zero operating income as an equal amount representing the amount of gamingtaxes and other expenses paid on behalf of our online partners is also recorded as expense. Net Income For the year ended December 31, 2025, net income was $1,838.9 million, compared with net income of $578.0 million for the prior year. This increase wasprimarily driven by the following: (i) a $1,748.0 million gain on the FanDuel Equity Sale in the third quarter of 2025; offset by (ii) a $316.7 million increasein the income tax provision primarily driven by the FanDuel Equity Sale; and offset by (iii) the $179.4 million decrease in operating income, as discussedabove. 25
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Table of Contents Operating RevenuesWe derive the majority of our revenues from our gaming operations, which generated approximately 64% and 66% of our revenues in 2025 and 2024,respectively. Online reimbursements revenues, which include reimbursements received from our third-party operators for gaming taxes and other expenses wepay under the market access agreements, represent our next most significant revenue source, generating 14% and 11% of our revenues in 2025 and 2024,respectively. Food & beverage revenues, room revenues, online revenues, management fee revenues and other revenues separately contributed 8% or less ofrevenues in each of 2025 and 2024. Year Ended December 31, (In millions) 2025 2024 REVENUES Gaming $ 2,638.2 $ 2,583.9 Food & beverage 310.2 303.5 Room 191.3 204.6 Online 132.1 155.8 Online reimbursements 576.2 450.5 Management fee 98.9 88.4 Other 145.1 143.5 Total revenues $ 4,092.0 $ 3,930.2 DEPARTMENTAL OPERATING EXPENSES Gaming $ 1,026.6 $ 999.8 Food & beverage 265.6 253.9 Room 77.1 77.6 Online 68.2 47.3 Online reimbursements 576.2 450.5 Other 51.2 51.3 Total departmental operating expenses $ 2,064.9 $ 1,880.4 MARGINS Gaming 61.1% 61.3%Food & beverage 14.4% 16.3%Room 59.7% 62.1%Online 48.4% 69.6%Online reimbursements 0.0% 0.0%Other 64.7% 64.3% GamingGaming revenues are comprised primarily of the net win from our slot machine operations and to a lesser extent from table games win. The $54.2 million, or2.1%, increase in gaming revenues during 2025 as compared to the prior year, was primarily due to increases in slot handle of 2.8% and slot win of 2.5%. Food & BeverageFood & beverage revenues increased $6.7 million, or 2.2%, during 2025 as compared to prior year, primarily due to an increase in average guest check of7.0%, offset by a 2.8% decrease in food covers. Food & beverage margin for the year ended December 31, 2025, decreased to 14.4% from 16.3% for the prioryear comparable period, primarily due to a 9.6% increase in cost per guest served. RoomRoom revenues decreased $13.3 million, or 6.5%, in 2025 compared to 2024 due primarily to a decline in average daily rate of 3.4% and hotel occupancy rateof 0.9%. Room margin for the year ended December 31, 2025, declined to 59.7% from 62.1% for the prior year, primarily due to a 2.9% increase in cost perroom. OnlineOnline revenues decreased $23.6 million, or 15.1%, in 2025 compared to 2024 primarily driven by a $56.5 million decrease in revenue from market accessagreements due to the termination of certain agreements starting in the third quarter of 2025 and in some instances, entry into new agreements at lower ratesthan those terminated. In addition, 2024 favorably benefitted from $32.1 million of one-time market access fees. Offsetting this decline is a $32.9 millionincrease in revenue from Boyd Interactive's operations, which was driven primarily by the acquisition of Boyd Digital on September 1, 2024. Online marginsdeclined during the year ended December 31, 2025, compared to the prior year, due primarily to the changes in our market access agreements starting in thethird quarter of 2025. The fees we receive under our market access agreements generate high margin revenues as we incur minimal costs related to suchagreements. As such, the lower market access fees we now receive from the new agreements entered into during the third quarter of 2025 had an unfavorableimpact on online margins as compared to the prior year, and we expect these lower margins to continue and further dilute with a full year of lower marketaccess fee revenues. Online revenues increased $61.6 million, or 65.3%, in 2024 compared to 2023 due primarily to a $38.1 million increase in market access fees, including$32.1 million of one-time market access fees, and a $23.4 million increase in revenue from Boyd Interactive, inclusive of Boyd Digital upon acquisition onSeptember 1, 2024. Online reimbursementsOnline reimbursements revenues increased $125.7 million, or 27.9%, in 2025 compared to 2024 and represents an increase in reimbursements of gamingtaxes and other expenses paid on behalf of our online partners. Online reimbursements revenues increased $122.5 million, or 37.3%, in 2024 compared to 2023 and represents an increase in reimbursements of gamingtaxes and other expenses paid on behalf of our online partners. Management FeeManagement fee revenues of $98.9 million and $88.4 million in 2025 and 2024, respectively, relate to our management agreement with Wilton Rancheria tomanage the Sky River Casino in northern California.
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Table of Contents OtherOther revenues relate to patronage visits at the other amenities at our properties, including entertainment and nightclub revenues, retail sales, theater ticketsand other venues. Other revenues increased by $1.6 million, or 1.1%, during 2025 as compared to the prior year. Revenues and Adjusted EBITDAR by Reportable SegmentWe determine profitability based on Adjusted Earnings Before Interest, Taxes, Depreciation, Amortization and Rent ("Adjusted EBITDAR"), whichrepresents earnings before interest expense, interest income, income taxes, depreciation and amortization, deferred rent, master lease rent expense, otheroperating items, net, share-based compensation expense, project development, preopening and writedown expenses, impairments of assets, gain or loss onearly extinguishments and modifications of debt, net income (loss) attributable to noncontrolling interest and other items, net, as applicable. ReportableSegment Adjusted EBITDAR is the aggregate sum of the Adjusted EBITDAR for each of the gaming entertainment properties included in our Las VegasLocals, Downtown Las Vegas, and Midwest & South segments and our Online segment. Results for Downtown Las Vegas include the results of our travelagency located in Hawaii. Results for our nonreportable operating segments, including Lattner and our Sky River Casino management fees, are aggregated inthe Managed & Other category. Corporate expense represents unallocated payroll, professional fees, rent, aircraft expenses and various other expenses notdirectly related to our casino, hotel and online operations. Furthermore, for purposes of this presentation, corporate expense excludes its portion of share-based compensation expense. EBITDAR is a commonly used measure of performance in our industry that we believe, when considered with measures calculated in accordance withGAAP, facilitates comparisons between us and our competitors and provides our investors a more complete understanding of our operating results before theimpact of investing transactions, financing transactions and income taxes. We have historically adjusted EBITDAR when evaluating operating performancebecause we believe that the inclusion or exclusion of certain recurring and non-recurring items is necessary to provide a full understanding of our coreoperating results and as a means to evaluate period-to-period results. The following table presents total revenues and Adjusted EBITDAR by Reportable Segment and our Managed & Other category to reconcile to total revenuesand total Adjusted EBITDAR: Year Ended December 31, (In millions) 2025 2024 Total revenues Las Vegas Locals $ 890.0 $ 894.5 Downtown Las Vegas 228.7 230.1 Midwest & South 2,116.6 2,063.4 Online 708.3 606.2 Managed & Other 148.4 136.0 Total revenues $ 4,092.0 $ 3,930.2 Adjusted EBITDAR (1) Las Vegas Locals $ 420.5 $ 428.4 Downtown Las Vegas 80.5 83.3 Midwest & South 777.7 765.7 Online 63.1 107.6 Managed & Other 108.1 96.2 Corporate expense (96.1) (90.6) Adjusted EBITDAR $ 1,353.8 $ 1,390.6 (1) Refer to Note 14, Segment Information, in the notes to the consolidated financial statements for a reconciliation of Adjusted EBITDAR to net incomeattributable to Boyd Gaming, as reported in accordance with GAAP in our accompanying consolidated statements of operations. Las Vegas LocalsTotal revenues decreased $4.6 million, or 0.5%, during 2025 as compared to the prior year. Room revenues declined $13.4 million over the prior yearcomparable period, primarily due to declines in hotel occupancy rate and average daily rate of 4.9% and 7.8%, respectively. The reduction in average dailyrate and hotel occupancy rate was driven primarily from the prior year benefiting from the Super Bowl held in Las Vegas during the first quarter of 2024 andthe softness in destination business primarily during the latter half of 2025. Offsetting this decline, was an increase in gaming revenues of $6.4 millionprimarily due to increases in slot win of 2.0% and slot handle of 1.4%. Food & beverage revenues increased $3.1 million, which was attributable to an 8.3%increase in average guest check and 0.5% increase in food covers. Adjusted EBITDAR decreased $7.9 million, or 1.8%, during 2025 as compared to the prior year, due primarily to the $13.4 million room revenue declinecombined with revenue mix changes, with higher margin room revenues in 2025 decreasing from the prior year and lower margin food & beverage revenuesin 2025 increasing over the prior year. Downtown Las VegasTotal revenues decreased $1.4 million, or 0.6%, during 2025 as compared to the prior year. Gaming revenues decreased $1.9 million primarily due to a 1.7%decrease in both slot handle and slot win. Adjusted EBITDAR decreased $2.9 million, or 3.4%, during 2025 as compared to the prior year, primarily due to the gaming revenue decline, as discussedabove, and a 6.9% increase in cost per guest served while food & beverage revenues were essentially flat year over year. 27
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Table of Contents Midwest & SouthTotal revenues increased $53.2 million, or 2.6%, in 2025 as compared to 2024, reflecting revenue increases in all departmental categories. Gaming revenuesincreased $47.4 million which was attributable to increases in table game hold of 4.1%, slot handle of 3.8% and slot win of 2.9% over the prior year. Food &beverage revenue increased $3.4 million, which was driven by a 7.5% increase in average guest check, offset by a 4.7% decrease in food covers. Theincreases were primarily driven by Treasure Chest, which opened its new land-based casino in June 2024. Adjusted EBITDAR increased $11.9 million, or 1.6%, in 2025 as compared to 2024, due primarily to the revenue increases discussed above and a full year ofcontributions from Treasure Chest's new land-based casino after opening in June 2024. OnlineOnline revenues increased $102.1 million, or 16.8%, in 2025 as compared to 2024, primarily driven by an increase of $125.7 million in reimbursements ofgaming taxes and other expenses paid on behalf of our online partners and a $32.9 million increase in revenue from Boyd Interactive's operations, driven bythe acquisition of Boyd Digital on September 1, 2024. Offsetting these increases, was a $56.5 million decrease in revenue related to the market accessagreement changes in the latter half of 2025 and the $32.1 million of one-time market access fees in 2024, as discussed above. Adjusted EBITDAR decreased by $44.5 million, or 41.3%, in 2025 as compared to 2024. There was an equal amount of expense recorded for the revenuerelated to the reimbursement of gaming taxes and other expenses, and thus online reimbursements revenue growth resulted in no impact to AdjustedEBITDAR. As such, the Adjusted EBITDAR decrease for the year ended December 31, 2025, was driven primarily by the reduction in revenue under ourmarket access agreements offset by growth in Boyd Interactive's operations driven by the acquisition of Boyd Digital on September 1, 2024, all as discussedabove. Managed & OtherIn 2025, total revenues increased by $12.4 million and Adjusted EBITDAR increased by $12.0 million, as compared to 2024, primarily due to a $10.5 millionincrease in Sky River Casino management fees for 2025 compared to 2024. Other Operating Costs and ExpensesThe following operating costs and expenses, as presented in our consolidated statements of operations, are further discussed below: Year Ended December 31, (In millions) 2025 2024 Selling, general and administrative $ 433.1 $ 427.2 Master lease rent expense 113.8 111.4 Maintenance and utilities 151.2 148.4 Depreciation and amortization 302.7 276.6 Corporate expense 121.9 113.9 Project development, preopening and writedowns 12.4 28.6 Impairment of assets 128.4 10.5 Other operating items, net 15.4 5.4 Selling, General and AdministrativeSelling, general and administrative expenses include marketing, technology, compliance and risk, surveillance and security. These costs, as a percentageof revenues, were 10.6% and 10.9% for 2025 and 2024, respectively. While we continue to focus on our disciplined operating model and targeted marketingapproach, selling, general and administrative expenses were favorably impacted by the increase in online reimbursements revenues over the prior year. Absentonline reimbursements revenues, selling, general and administrative expenses, as a percentage of revenues, were consistent with prior year. Master Lease Rent ExpenseMaster lease rent expense represents rent expense incurred by four of our properties which are subject to two master lease agreements with a real estateinvestment trust. Master lease rent expense remained generally flat year over year at $113.8 million and $111.4 million during 2025 and 2024, respectively. Maintenance and UtilitiesMaintenance and utilities expenses, as a percentage of revenues, remained generally consistent at 3.7% and 3.8% for 2025 and 2024, respectively. Similar toselling, general and administrative expenses, absent online reimbursements revenue, maintenance and utilities expenses, as a percentage of revenues, wereconsistent with prior year. Depreciation and AmortizationDepreciation and amortization expenses were $302.7 million and $276.6 million during 2025 and 2024, respectively. The increase in depreciation andamortization expense, for the year ended December 31, 2025, as compared to the prior year, is primarily driven by a full year of depreciation of the new land-based casino at Treasure Chest, which opened in June 2024 and hotel room renovations at multiple properties. 28
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Table of Contents Corporate ExpenseCorporate expense represents unallocated payroll, professional fees, rent, aircraft expenses and various other administrative expenses that are not directlyrelated to our casino, hotel and online operations, in addition to the corporate portion of share-based compensation expense. Corporate expense was generallyconsistent and represented 3.0% and 2.9% of revenues for 2025 and 2024, respectively. Project Development, Preopening and WritedownsProject development, preopening and writedowns represent: (i) certain costs incurred and recoveries realized related to the activities associated with variousacquisition opportunities, strategic initiatives, dispositions and other business development activities in the ordinary course of business; (ii) certain costs ofstart-up activities that are expensed as incurred in our ongoing efforts to develop gaming activities in new jurisdictions and expenses related to other newbusiness development activities that do not qualify as capital costs; (iii) asset writedowns; and (iv) realized gains arising from asset dispositions. Such costsare generally nonrecurring in nature and vary from period to period as the volume of underlying activities fluctuates. During 2025, the Company incurred$10.2 million in project development and preopening costs, primarily related to the opening of The Interim Gaming Hall in Norfolk, Virginia and otherdevelopment projects and $4.7 million in asset writedowns, offset by $2.5 million in insurance proceeds related to an asset disposition. During 2024, theCompany incurred $15.0 million in project development and preopening costs, primarily related to the opening of the Treasure Chest land-based casino andother development projects, $10.7 million in asset writedowns and $3.0 million in demolition costs. Impairment of AssetsDuring 2025, as a result of our first quarter impairment review, the Company recorded a long-lived asset impairment charge of $32.3 million for property andequipment related to our Las Vegas Locals segment. In addition, as a result of our third quarter 2025 impairment review, the Company recorded a long-livedasset impairment charge of $47.3 million for property and equipment related to our Midwest & South segment and $17.8 million for property and equipmentrelated to our Las Vegas Locals segment. Further, as a result of our fourth quarter 2025 impairment review, the Company recorded a long-lived assetimpairment charge of $25.0 million for property and equipment and $6.0 million for operating lease right-of-use assets related to our Midwest & Southsegment. During 2024, as a result of our first quarter impairment review, the Company recorded an impairment charge of $10.5 million for a gaming licenseright related to our Midwest & South segment primarily related to a decline in operational performance. Other Operating Items, NetOther operating items, net, is generally comprised of miscellaneous non-recurring operating charges, including severance payments to separated employees,certain non-recurring litigation charges, natural disasters and severe weather impact, including hurricane and flood expenses, and subsequent recoveries ofsuch costs, as applicable. The $15.4 million of other operating items, net in 2025, was primarily driven by severance with the closure of our Sam's TownTunica property, weather-related expenses and miscellaneous non-recurring operating charges. The $5.4 million of other operating items, net in 2024, wasprimarily driven by non-recurring litigation reserves. Other Expense (Income)Interest Expense, Net Year Ended December 31, (In millions) 2025 2024 Interest expense, net of capitalized interest and interest income $ 152.8 $ 175.8 Average long-term debt balance (1) 2,844.2 2,987.4 Weighted average interest rates 5.0% 5.6% Mix of Debt at Year End Fixed rate debt 92.2% 59.4%Variable rate debt 7.8% 40.6% (1) Average debt balance calculation does not include the related discounts or deferred finance charges. Interest expense, net of capitalized interest and interest income, decreased $23.0 million, or 13.1%, from 2024 to 2025. The decline was primarily driven by adecrease in the weighted average debt balance of $143.3 million and an approximate 60 basis point decrease in the weighted average interest rate. Interestexpense, net of capitalized interest and interest income, and the weighted average debt balance were favorably impacted in 2025 as a result of the FanDuelEquity Sale and the use of the proceeds in the third quarter to repay outstanding borrowings and retire the Term A Loan (as defined below in "Liquidity andCapital Resources - Indebtedness") under the Credit Facility. Early Extinguishments and Modifications of DebtIn 2025, the Company incurred $1.4 million in loss on early extinguishments of debt due to the full repayment and extinguishment of the Term A Loan withproceeds from the FanDuel Equity Sale. The $1.4 million incurred relates to the write-off of unamortized deferred finance charges associated with the Term ALoan. 29
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Table of Contents Other, netIncluded within Other, net for 2025, is the gain from the FanDuel Equity Sale, net of transaction costs. Income TaxesThe effective tax rate during 2025 and 2024 was 21.1% and 23.1%, respectively. Our tax rate for 2025, was favorably impacted from the purchase ofrenewable energy tax credits at a discount and excess tax benefits related to equity compensation and unfavorably impacted by state taxes and nondeductiblecompensation. During 2025, there was a one-time discrete charge related to the FanDuel Equity Sale which reduced our effective tax rate given specific statetaxes that apply to the gain. Our effective tax rate for 2024 was unfavorably impacted by certain nondeductible expenses, including nondeductiblecompensation and employee benefit expenses, which were partially offset by the inclusion of excess tax benefits related to equity compensation, as acomponent of the provision for income taxes. On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted into law. The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act.Accounting Standards Codification 740, Income Taxes, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in theperiod in which the legislation is enacted. Certain provisions of the OBBBA such as the modification of limitation on business interest expense and the 100%bonus depreciation were included in our operating results for 2025. These changes did not have any significant impact to our effective tax rate, however, didresult in a reduction to our cash taxes for 2025. The IRS selected our federal corporate income tax return for the tax year ended December 31, 2021, for examination. The IRS examination began in thesecond quarter of 2024 and was closed in the second quarter of 2025 with no significant adjustments. As of December 31, 2025, there were no changes to ourunrecognized tax benefits to date. LIQUIDITY AND CAPITAL RESOURCESFinancial PositionWe generally operate with minimal or negative levels of working capital in order to minimize borrowings and related interest costs. Our cash and cashequivalents balances were $353.4 million and $316.7 million at December 31, 2025 and 2024, respectively. In addition, we held restricted cash balancesof $5.4 million and $4.7 million at December 31, 2025 and 2024, respectively. Our working capital deficit at December 31, 2025 and 2024 was$448.5 million and $61.2 million, respectively. The increase in our working capital deficit from December 31, 2024 to December 31, 2025 was driven by$371.3 million of current liabilities for the purchase of renewable energy tax credits. We believe that current cash balances together with the available borrowing capacity under our Revolving Credit Facility (as defined in "Indebtedness"below) and cash flows from operating activities will be sufficient to meet our liquidity and capital resource needs for the next twelve months, including ourprojected operating requirements and maintenance capital expenditures. See Indebtedness below for further detail regarding funds available through ourCredit Facility. The Company may also seek to secure additional working capital, repay respective current debt maturities, or fund respective development projects, in wholeor in part, through incremental bank financing and additional debt or equity offerings, to the extent such offerings are allowed under our debt agreements. 30
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Table of Contents Cash Flows Summary Year Ended December 31, (In millions) 2025 2024 Net cash provided by operating activities $ 976.7 $ 957.1 Cash flows from investing activities Capital expenditures (588.2) (400.4)Cash paid for acquisitions, net of cash received — (30.3)Cash paid for gaming license right intangible asset (85.0) — Payments received on note receivable — 0.2 Advances made under note receivable (31.8) — Proceeds from sale of investment 1,758.0 — Other investing activities (10.2) (3.4) Net cash provided by (used in) investing activities 1,042.8 (433.9) Cash flows from financing activities Net (payments) borrowings under credit facility (1,139.6) 254.0 Share-based compensation activities, net (6.2) (14.8)Shares repurchased and retired (778.3) (685.9)Dividends paid (58.2) (62.7) Other financing activities — (0.2) Net cash used in financing activities (1,982.3) (509.6) Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash 0.2 (0.2) Increase in cash, cash equivalents and restricted cash $ 37.4 $ 13.4 Cash Flows from Operating ActivitiesDuring 2025 and 2024, we generated operating cash flow of $976.7 million and $957.1 million, respectively. The increase in operating cash flow during 2025was due primarily to the collection of $15.9 million in receivables as of December 31, 2024 related to the $32.1 million in one-time market access feesrecognized in 2024. Cash Flows from Investing ActivitiesOur industry is capital intensive, and we use cash flows for acquisitions, facility expansions, investments in future development or business opportunities andmaintenance capital expenditures. During 2025, we incurred net cash inflows for investing activities of $1,042.8 million comprised of the following: (i) $1,758.0 million of cash proceedsreceived from the FanDuel Equity Sale; offset by cash outflows of (ii) capital expenditures of $588.2 million, primarily related to our various guest roomremodels, meeting and convention center expansion at Ameristar St. Charles, casino development in Norfolk, Virginia and new Cadence Crossing casino inLas Vegas, slot machines, land, IT equipment and building projects at various properties; (iii) cash paid for gaming license right intangible asset related to theNorfolk, Virgina project of $85.0 million; and (iv) advances made under a note receivable of $31.8 million. During 2024, we incurred net cash outflows for investing activities of $433.9 million comprised of capital expenditures of $400.4 million, primarily related toour Treasure Chest land-based casino project, various guest room remodels, slot machines, IT equipment and building projects at various properties. Investingcash outflows were also impacted by net cash paid of $30.3 million related to the acquisition of Boyd Digital. Cash Flows from Financing ActivitiesWe rely upon our financing cash flows to provide funding for investment opportunities, returning capital to shareholders, repayments of obligations andongoing operations. The net cash outflows from financing activities during 2025 are primarily driven by the net payments on the Credit Facility of $1,139.6 million. During thethird quarter of 2025, the Company repaid amounts outstanding under the Revolving Credit Facility, including the full retirement of the Term A Loan, withthe proceeds from the FanDuel Equity Sale. This repayment is offset by increased borrowings under the Credit Facility as we increased our capitalexpenditures and share repurchase activity by a combined total of $280.2 million over 2024, with share repurchases totaling $778.3 million in 2025 andreflecting the priority of our capital return program and focus on returning capital to shareholders. The net cash outflows of $509.6 million for financing activities in 2024 was primarily driven by $685.9 million in share repurchases and $62.7 million individends paid, reflecting the priority of our capital return program and focus on returning capital to shareholders. During 2024, we increased borrowingsunder the Credit Facility as we increased our share repurchase activity and acquired Boyd Digital, resulting in net borrowings under the Credit Facility for2024. 31
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Table of Contents IndebtednessThe outstanding principal balances of long-term debt, before unamortized discounts and fees, and the changes in those balances, are as follows: December 31, December 31, (In millions) 2025 2024 Decrease Credit facility $ 160.7 $ 1,300.3 $ (1,139.6)4.750% senior notes due 2027 1,000.0 1,000.0 — 4.750% senior notes due 2031 900.0 900.0 — Total long-term debt 2,060.7 3,200.3 (1,139.6) Less current maturities — 44.0 (44.0) Long-term debt, net of current maturities $ 2,060.7 $ 3,156.3 $ (1,095.6) Credit FacilityCredit AgreementOn March 2, 2022 (the "Closing Date"), the Company entered into a credit agreement (the "Credit Agreement") among the Company, certain direct andindirect subsidiaries of the Company as guarantors (the "Guarantors"), Bank of America, N.A., as administrative agent, collateral agent and letter of creditissuer, Wells Fargo Bank, National Association, as swingline lender, and certain other financial institutions party thereto as lenders. The Credit Agreementreplaced the Third Amended and Restated Credit Agreement, dated as of August 14, 2013 (the "Prior Credit Facility"), among the Company, certain direct andindirect subsidiaries of the Company as guarantors, Bank of America, N.A., as administrative agent and letter of credit issuer, Wells Fargo Bank, NationalAssociation, as swingline lender, and certain other financial institutions party thereto as lenders. The Credit Agreement (i) provides for a $1,450.0 million senior secured revolving credit facility (the "Revolving Credit Facility") and (ii) provided for an$880.0 million senior secured term A loan (the "Term A Loan," collectively with the Revolving Credit Facility, the "Credit Facility"). The Revolving CreditFacility matures on the fifth anniversary of the Closing Date (or earlier upon the occurrence or non-occurrence of certain events) and the Term A Loan wasrepaid in full as of December 31, 2025. The Term A Loan was fully funded on the Closing Date and proceeds from the Credit Agreement were used torefinance all outstanding obligations under the Prior Credit Facility, including a senior secured term loan A facility and senior secured term loan B facility (the"Prior Refinancing Term B Loan"), to fund transaction costs in connection with the Credit Agreement, and for general corporate purposes. The outstanding principal amounts under the Credit Facility are comprised of the following: December 31, December 31, (In millions) 2025 2024 Revolving Credit Facility $ 135.0 $ 475.0 Term A Loan — 759.0 Swing Loan 25.7 66.3 Total outstanding principal amounts $ 160.7 $ 1,300.3 During the year ended December 31, 2025, the Company used the $1,758.0 million cash proceeds from the FanDuel Equity Sale, to pay down the thenoutstanding Credit Facility debt, which consisted of $915.0 million on the Revolving Credit Facility, $726.0 million on the Term A Loan and $39.9 million onthe Swing Loan. The full repayment of the outstanding Term A Loan extinguished the Term A Loan under the Credit Facility. With a total revolving credit commitment of $1,450.0 million available under the Credit Facility, $135.0 million and $25.7 million in borrowings outstandingon the Revolving Credit Facility and the Swing Loan, respectively, and $12.7 million allocated to support various letters of credit, there is a remainingcontractual availability under the Credit Facility of $1,276.6 million as of December 31, 2025. On January 21, 2026 (the “New Closing Date”), the Company entered into an Amended and Restated Credit Agreement (the “New Credit Agreement”)among the Company, certain direct and indirect subsidiaries of the Company as guarantors (the “New Guarantors”), Bank of America, N.A., as administrativeagent, collateral agent and letter of credit issuer, Wells Fargo Bank, National Association, as swingline lender, and certain other financial institutions partythereto as lenders. The New Credit Agreement amends and restates the Credit Agreement. The New Credit Agreement provides for (i) a $1,450.0 million senior secured revolving credit facility (the “New Revolving Credit Facility”) and (ii) a$1,200.0 million senior secured term A loan delayed draw facility (the “New Term A Loan Facility”, and the loans thereunder, the “New Term A Loans”). TheNew Revolving Credit Facility and the New Term A Loan Facility mature on the fifth anniversary of the New Closing Date (or earlier upon the occurrence ornon-occurrence of certain events). New Term A Loans are available to be drawn until July 1, 2027 in up to a maximum of four (4) borrowings, provided that,on February 1, 2026, the remaining borrowings available under the New Term A Loan Facility will be reduced by an amount equal to the greater of New TermA Loans previously made and $400.0 million. Proceeds from the New Credit Agreement were used to refinance all outstanding obligations under the CreditAgreement and to fund transaction costs in connection with the New Credit Agreement and may be used for working capital and other general corporatepurposes. See Note 16, Subsequent Events for additional discussion of the New Credit Agreement. 32
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Table of Contents Interest and FeesThe interest rate on the outstanding balance of the Revolving Credit Facility, and on the Term A Loan prior to its extinguishment upon full repayment in 2025,is based upon, at the Company’s option, either: (i) a rate based on the Secured Overnight Financing Rate ("SOFR") administered by the Federal Reserve Bankof New York, or (ii) the base rate, in each case, plus an applicable margin. Such applicable margin is a percentage per annum determined in accordance with aspecified pricing grid based on the Consolidated Total Net Leverage Ratio and ranges from 1.25% to 2.25% (if using SOFR) and from 0.25% to 1.25% (ifusing the base rate). A fee of a percentage per annum (which ranges from 0.20% to 0.35% and is determined in accordance with a specified pricing grid basedon the Consolidated Total Net Leverage Ratio) will be payable on the unused portions of the Revolving Credit Facility. The rates based on SOFR will bedetermined based upon, at the Company’s option, either: (i) a forward-looking SOFR term rate administered by CME Group Benchmark AdministrationLimited or any successor administrator, and based on interest periods of one, three or six months or such other interest period that is twelve months or lesssubject to the consent of lenders and the administrative agent, or (ii) a daily SOFR rate published by the Federal Reserve Bank of New York, and will includecredit spread adjustments as set forth in the Credit Agreement. The "base rate" under the Credit Agreement is the highest of (x) Bank of America’s publicly-announced prime rate, (y) the federal funds rate published by the Federal Reserve Bank of New York plus 0.50%, or (z) the SOFR rate for a one monthinterest period plus 1.00%. The blended interest rate for outstanding borrowings under the Credit Facility was 5.3% and 6.2% at December 31, 2025 and December 31, 2024,respectively. Optional and Mandatory PrepaymentsPursuant to the terms of the Credit Agreement, the Company is required to use a portion of its annual excess cash flow to prepay loans outstanding under theCredit Agreement if the Consolidated Total Net Leverage Ratio (as defined in the Credit Agreement) exceeds certain thresholds set forth in the CreditAgreement. Additionally, prior to its full repayment in 2025, the loans under the Term A Loan amortized in an annual amount equal to 5.00% of the originalprincipal amount thereof, payable on a quarterly basis. Amounts outstanding under the Credit Agreement may be prepaid without premium or penalty, and the unutilized portion of the commitments may beterminated without penalty, subject to certain conditions. Subject to certain exceptions, the Company may be required to repay the amounts outstanding under the Credit Agreement in connection with certain assetsales and issuances of certain additional non-permitted or refinancing indebtedness. Guarantees and CollateralThe Company’s obligations under the Credit Agreement, subject to certain exceptions, are guaranteed by certain of the Company’s subsidiaries and aresecured by the capital stock of certain subsidiaries. In addition, subject to certain exceptions, the Company and each of the guarantors granted theadministrative agent first priority liens and security interests on substantially all of their real and personal property (other than gaming licenses and subject tocertain other exceptions) as additional security for the performance of the secured obligations under the Credit Agreement. The Credit Agreement includes an accordion feature which permits the incurrence of one or more new tranches of revolving credit commitments in anaggregate amount up to the sum of (i) $1,000.0 million, (ii) the amount of certain voluntary prepayments of senior secured indebtedness of the Company, and(iii) the maximum amount of incremental commitments which, after giving effect thereto, would not cause the Consolidated First Lien Net Leverage Ratio (asdefined in the Credit Agreement) to exceed 3.00 to 1.00 on a pro forma basis, in each case, subject to the satisfaction of certain conditions. Financial and Other CovenantsThe Credit Agreement contains certain financial and other covenants, including, without limitation, various covenants (i) requiring the maintenance of aminimum consolidated interest coverage ratio on a quarterly basis of 2.50 to 1.00, (ii) requiring the maintenance of a maximum Consolidated Total NetLeverage Ratio on a quarterly basis, (iii) imposing limitations on the incurrence of indebtedness and liens, (iv) imposing limitations on transfers, sales andother dispositions, and (v) imposing restrictions on investments, dividends and certain other payments. The maximum permitted Consolidated Total Net Leverage Ratio is calculated as Consolidated Net Indebtedness to twelve-month trailing ConsolidatedEBITDA, as defined by the Credit Agreement. The maximum Consolidated Total Net Leverage Ratio must be no higher than 4.50 to 1.00. 33
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Table of Contents Senior NotesWe currently have two issuances of senior notes (the "Senior Notes") outstanding as described below. 4.750% Senior Notes due June 2031On June 8, 2021, we issued $900.0 million aggregate principal amount of 4.750% Senior Notes due June 2031 ("4.750% Senior Notes due 2031"). The4.750% Senior Notes due 2031 require semi-annual interest payments on March 15 and September 15 of each year. The 4.750% Senior Notes due 2031 willmature on June 15, 2031 and are fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restrictedsubsidiaries, all of which are 100% owned by us. The net proceeds from the 4.750% Senior Notes due 2031 and cash on hand were used to finance theredemption of our outstanding $750.0 million aggregate principal amount of 6.375% Senior Notes due 2026 and $700.0 million aggregate principal amount of6.000% Senior Notes due 2026. In conjunction with the issuance of the 4.750% Senior Notes due 2031, we incurred approximately $13.5 million in debt financing costs that have beendeferred and are being amortized over the term of the 4.750% Senior Notes due 2031 using the effective interest method. At any time prior to June 15, 2026, we may redeem the 4.750% Senior Notes due 2031, in whole or in part, at a redemption price equal to 100% of theprincipal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, up to, but excluding, the applicable redemption date, plus a makewhole premium. 4.750% Senior Notes due December 2027On December 3, 2019, we issued $1.0 billion aggregate principal amount of 4.750% senior notes due December 2027 ("4.750% Senior Notes due 2027"). The4.750% Senior Notes due 2027 require semi-annual interest payments on June 1 and December 1 of each year. The 4.750% Senior Notes due 2027 willmature on December 1, 2027 and are fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domesticrestricted subsidiaries, all of which are 100% owned by us. The net proceeds from the 4.750% Senior Notes due 2027 were used to finance the redemption ofall of our outstanding 6.875% senior notes due 2023 and prepay a portion of a Term B loan under our Prior Credit Facility. In conjunction with the issuance of the 4.750% Senior Notes due 2027, we incurred approximately $15.7 million in debt financing costs that have beendeferred and are being amortized over the term of the 4.750% Senior Notes due 2027 using the effective interest method. We may redeem all or a portion of the 4.750% Senior Notes due 2027 at redemption prices equal to 100% of the principal amount, plus accrued and unpaidinterest and Additional Interest. In connection with the private placement of the 4.750% Senior Notes due 2027, we entered into a registration rights agreement with the initial purchasers inwhich we agreed to file a registration statement with the Securities and Exchange Commission to permit the holders to exchange or resell the 4.750% SeniorNotes due 2027. We filed the required registration statement and commenced the exchange offer in July 2020. The exchange offer was completed on August20, 2020 and our obligations under the registration agreement have been fulfilled. Senior Notes Restrictive CovenantsEach of the Senior Notes contains certain restrictive covenants that, subject to exceptions and qualifications, among other things, limit our ability and theability of our restricted subsidiaries (as defined in the base and supplemental indentures governing the respective notes to incur additional indebtedness orliens, pay dividends or make distributions or repurchase our capital stock, make certain investments, and sell or merge with other companies). In addition,upon the occurrence of a change of control (as defined in the respective indenture), we will be required, unless certain conditions are met, to offer torepurchase the Senior Notes at a price equal to 101% of the principal amount of the Senior Notes, plus accrued and unpaid interest and Additional Interest (asdefined in the respective indenture), if any, to, but not including, the date of purchase. If we sell assets, we will be required under certain circumstances tooffer to purchase the Senior Notes. The indentures governing the notes issued by the Company contain provisions that allow for the incurrence of additional indebtedness, if after giving effect tosuch incurrence, the coverage ratio (as defined in the respective indentures, essentially a ratio of the Company's consolidated EBITDA to fixed charges,including interest) for the Company's trailing four quarter period on a pro forma basis would be at least 2.0 to 1.0. Should this provision prohibit theincurrence of additional debt, the Company may still borrow under its existing credit facility. At December 31, 2025, the available borrowing capacity underour Credit Facility was $1,276.6 million. 34
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Table of Contents Covenant ComplianceAs of December 31, 2025, we were in compliance with the financial and other covenants of our debt instruments. Scheduled Maturities of Long-Term DebtThe scheduled maturities of long-term debt, as discussed above, are as follows: (In millions) Total Year Ending December 31, 2026 $ — 2027 1,160.7 2028 — 2029 — 2030 — Thereafter 900.0 Total outstanding principal of long-term debt $ 2,060.7 Guarantor Financial InformationIn connection with the issuance of our 4.750% Senior Notes due 2027 and our 4.750% Senior Notes due 2031 (collectively, the "Guaranteed Notes" or"Senior Notes"), certain of the Company's wholly owned subsidiaries (the "Senior Notes Guarantors") provide guarantees of those indentures. TheseGuaranteed Notes are fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restricted subsidiaries,all of which are 100% owned by us. Summarized combined balance sheet information for the parent company and the Senior Notes Guarantors is as follows: December 31, (In millions) 2025 2024 Current assets $ 487.8 $ 493.6 Noncurrent assets 12,868.1 10,462.7 Current liabilities 910.6 543.6 Noncurrent liabilities 2,994.9 4,198.9 Summarized combined results of operations information for the parent company and the Senior Notes Guarantors is as follows: Year Ended (In millions) December 31, 2025 Revenues $ 3,969.9 Operating income 1,317.3 Income before income taxes 2,924.9 Net income 2,470.6 DividendsDividends are declared at the discretion of our Board of Directors. We are subject to certain limitations regarding payment of dividends, such as restrictedpayment limitations related to our outstanding Senior Notes, our Credit Facility and our New Credit Agreement. The dividends declared by the Board ofDirectors under this program are: Declaration date Record date Payment date Amount per share February 14, 2023 March 15, 2023 April 15, 2023 $ 0.16 May 4, 2023 June 15, 2023 July 15, 2023 0.16 August 15, 2023 September 15, 2023 October 15, 2023 0.16 December 7, 2023 December 22, 2023 January 15, 2024 0.16 February 28, 2024 March 15, 2024 April 15, 2024 0.17 May 9, 2024 June 15, 2024 July 15, 2024 0.17 August 20, 2024 September 15, 2024 October 15, 2024 0.17 December 5, 2024 December 16, 2024 January 15, 2025 0.17 February 20, 2025 March 17, 2025 April 15, 2025 0.18 May 8, 2025 June 16, 2025 July 15, 2025 0.18 August 12, 2025 September 15, 2025 October 15, 2025 0.18 December 4, 2025 December 15, 2025 January 15, 2026 0.18 February 19, 2026 March 16, 2026 April 15, 2026 0.20 Share Repurchase ProgramSubject to applicable laws, repurchases under our share repurchase program may be made at such times and in such amounts as we deem appropriate. We aresubject to certain limitations regarding the repurchase of common stock, such as restricted payment limitations related to our outstanding Senior Notes, ourCredit Facility and New Credit Agreement. Purchases under our share repurchase program can be discontinued at any time that we feel additional purchasesare not warranted. We intend to fund the repurchases under the stock repurchase program with existing cash resources, cash generated from operations andavailability under our Credit Facility or New Credit Agreement. 35
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Table of Contents On October 21, 2021, our Board of Directors authorized a share repurchase program of $300.0 million (the "Share Repurchase Program"). In addition, ourBoard of Directors authorized increases to the Share Repurchase Program of $500.0 million on each of June 1, 2022, May 4, 2023, May 9, 2024, December 5,2024 and July 17, 2025. We are not obligated to repurchase any shares under this program and repurchases under the Share Repurchase Program can bediscontinued at any time at our sole discretion. We repurchased 10.1 million shares and 11.1 million shares during the years ended December 31, 2025 and2024, respectively. As of December 31, 2025, we were authorized to repurchase up to an additional $362.1 million of our common stock under the ShareRepurchase Program. We have in the past, and may in the future, acquire our debt or equity securities through open market purchases, privately negotiated transactions, tenderoffers, exchange offers, redemptions or otherwise, upon such terms and at such prices as we may determine. Other Items Affecting LiquidityWe anticipate funding our capital requirements using cash on hand, cash generated from operations and availability under our Credit Facility or New CreditAgreement, to the extent availability exists after we meet our working capital needs for the next twelve months. Any additional financing that is needed maynot be available to us or, if available, may not be on terms favorable to us. The outcome of the specific matters discussed herein, including our commitmentsand contingencies, may also affect our liquidity. CommitmentsCapital Spending and DevelopmentWe continually perform ongoing refurbishment and maintenance at our facilities to maintain our standards of quality. Certain of these maintenance costs arecapitalized, if such improvement or refurbishment extends the life of the related asset, while other maintenance costs that do not so qualify are expensed asincurred. The commitment of capital and the related timing thereof are contingent upon, among other things, negotiation of final agreements and receipt ofapprovals from the appropriate regulatory bodies. We must also comply with covenants and restrictions set forth in our debt agreements. We currently estimate that our annual cash capital requirements to perform ongoing refurbishment and maintenance at our properties isapproximately $250 million. We also expect to spend an additional $75 million in 2026 for hotel room renovation projects. We intend to fund such capitalexpenditures through cash on hand, our Credit Facility or New Credit Agreement and operating cash flows. In addition to the maintenance capital spending discussed above, we continue to pursue other potential development projects that may require us to investsignificant amounts of capital. In 2026, we expect to spend an additional $75 million in growth projects, which includes completion of Cadence Crossing inlate March 2026 and the development of a new gaming facility at Par-A-Dice, pending regulatory approval. Finally, we are expanding our portfolio with a $750 million resort development in Norfolk, Virginia. We opened a modest transitional casino in November2025 and plan to open the resort, featuring a 65,000-square foot casino, a 200-room hotel, eight food and beverage outlets and other amenities, in late 2027.We expect to spend approximately $250 million to $300 million on this project in 2026. 36
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Table of Contents CONTRACTUAL OBLIGATIONSThe following summarizes our undiscounted contractual obligations as of December 31, 2025: Year Ending December 31, (In millions) Total 2026 2027 2028 2029 2030 Thereafter CONTRACTUAL OBLIGATIONS Long-Term Debt Credit facility $ 160.7 $ — $ 160.7 $ — $ — $ — $ — 4.750% senior notes due 2027 1,000.0 — 1,000.0 — — — — 4.750% senior notes due 2031 900.0 — — — — — 900.0 Total long-term debt 2,060.7 — 1,160.7 — — — 900.0 Interest on Fixed Rate Debt (1) 324.3 90.3 86.3 42.7 42.7 42.7 19.6 Interest on Variable Rate Debt (1) 10.0 8.5 1.5 — — — — Operating Leases - Master Leases 537.1 102.3 102.3 102.3 102.3 102.3 25.6 Operating Leases - Other 316.0 23.5 21.9 20.3 15.5 15.4 219.4 Purchase Obligations (2) 149.5 44.5 36.1 17.4 15.1 5.8 30.6 TOTAL CONTRACTUAL OBLIGATIONS $ 3,397.6 $ 269.1 $ 1,408.8 $ 182.7 $ 175.6 $ 166.2 $ 1,195.2 (1) Estimated interest payments are based on principal amounts and scheduled maturities of debt outstanding at December 31, 2025. Estimated interestpayments for variable-rate debt are based on rates at December 31, 2025.(2) Purchase obligations include obligations under assessment arrangements and various contracted amounts, including construction contracts andinformation technology, advertising, maintenance and other service agreements. Other OpportunitiesWe regularly investigate and pursue additional expansion opportunities in markets where casino gaming, including online gaming, is currently permitted. Wealso pursue expansion opportunities in jurisdictions where casino gaming and online gaming is not currently permitted in order to be prepared to developprojects upon approval of casino and online gaming. Such expansions will be affected and determined by several key factors, which may include thefollowing: • the outcome of gaming license selection processes; • the approval of gaming in jurisdictions where we have been active but where casino or online gaming is not currently permitted; • identification of additional suitable investment opportunities in current gaming jurisdictions; and • availability of acceptable financing. Additional projects may require us to make substantial investments or may cause us to incur substantial costs related to the investigation and pursuit of suchopportunities, which investments and costs we may fund through cash flows from operations or availability under our Credit Facility or New CreditAgreement. To the extent such sources of funds are not sufficient, we may also seek to raise such additional funds through public or private equity or debtfinancings or from other sources to the extent such financing is available. No assurance can be given that additional financing will be available or that, ifavailable, such financing will be obtainable on terms favorable to us. Moreover, we can provide no assurances that any expansion opportunity will result in acompleted transaction. We are executing on an opportunity for a new casino resort development in Norfolk, Virginia. As discussed above in Capital Spending and Development, weopened a modest transitional facility in November 2025 and expect to open the resort in late 2027. Off Balance Sheet ArrangementsOur off balance sheet arrangements consist of the following: IndemnificationWe have entered into certain agreements that contain indemnification provisions involving certain of our executive officers and directors. These agreementsprovide indemnity insurance pursuant to which directors and officers are indemnified or insured against liability or loss under certain circumstances, whichmay include liability or related loss under the Securities Act and the Exchange Act. In addition, our Restated Articles of Incorporation and Restated Bylawscontain provisions that provide for indemnification of our directors, officers, employees and other agents to the maximum extent permitted by law. Outstanding Letters of CreditAt December 31, 2025, we had outstanding letters of credit totaling $12.7 million. Other ArrangementsWe have not entered into any transactions with special purpose entities, nor have we engaged in any derivative transactions. 37
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Table of Contents CRITICAL ACCOUNTING ESTIMATESOur discussion and analysis of our results of operations and liquidity and capital resources are based on our consolidated financial statements which havebeen prepared in accordance with GAAP. In accordance with GAAP, we are required to make estimates and assumptions that affect the reported amountsincluded in our consolidated financial statements. We base our estimates on historical experience and on various other assumptions that we believe to bereasonable under the circumstances. On an ongoing basis, management reviews and refines those estimates, the following of which could materially impactour consolidated financial statements: the recoverability of long-lived assets; valuation of indefinite-lived intangible assets; valuation of goodwill; accountingfor leases; provisions for deferred tax assets, certain tax liabilities and uncertain tax positions and tax credits; and application of acquisition method ofaccounting. Judgments are based on information including, but not limited to, historical experience, industry trends, conventional practices, expert opinions, terms ofexisting agreements and information from outside sources. Judgments are subject to an inherent degree of uncertainty, and therefore actual results could differfrom these estimates. We believe the following critical accounting estimates require a higher degree of judgment and complexity, the sensitivity of which could result in a materialimpact on our consolidated financial statements. Recoverability of Long-Lived AssetsOur long-lived assets, excluding indefinite-lived intangible assets and goodwill (both of which are discussed further below), were carried at $3.7 billion atDecember 31, 2025, or 56.5% of our consolidated total assets. We evaluate the carrying value of long-lived assets whenever events or changes incircumstances indicate that the carrying value of such assets may not be recoverable. If triggering events are identified, we then compare the estimatedundiscounted future cash flows of the asset to the carrying value of the asset. The asset is not impaired if the undiscounted future cash flows exceed itscarrying value. If the carrying value exceeds the undiscounted future cash flows, then an impairment charge is recorded, typically measured using adiscounted cash flow ("DCF") model, which is based on the estimated future results of the relevant asset group discounted using our weighted-average cost ofcapital and market indicators of terminal year free cash flow multiples. A long-lived asset shall be tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.The following are examples of such events or changes in circumstances: i. a significant decrease in the market price of a long-lived asset; ii. a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition; iii. a significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset, including an adverseaction or assessment by a regulator; iv. an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; v. a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast thatdemonstrates continuing losses associated with the use of a long-lived asset; and/or vi. a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of itspreviously estimated useful life. We reconsider changes in circumstances on a frequent basis, and if a triggering event related to potential impairment has occurred, we may solicit third partyvaluation expertise to assist in the valuation of our investment. There are three generally accepted approaches available in developing an opinion of value: thesales comparison, cost and income approaches. We generally consider each of these approaches in developing a recommendation of the fair value of the asset;however, the reliability of each approach is dependent upon the availability and comparability of the market data uncovered, as well as the decision-makingcriteria used by market participants when evaluating a property. We will bifurcate our investment and apply the most indicative approach to overall fairvaluation, or in some cases, a weighted analysis of any or all of these methods. Developing an opinion of land value is typically accomplished using a sales comparison approach by analyzing recent sales transactions of similar sites.Potential comparables are researched and the pertinent facts are confirmed with parties involved in the transaction. This process fosters a generalunderstanding of the potential comparable sales and facilitates the selection of the most relevant comparables by the appraiser. Valuation is typicallyaccomplished using a unit of comparison such as price per square foot of land or potential building area. Adjustments are applied to the unit of comparisonfrom an analysis of comparable sales, and the adjusted unit of comparison is then used to derive a value for the property. The cost approach is based on the premise that a prudent investor would pay no more for an asset of similar utility than its replacement or reproduction cost.The cost to replace the asset would include the cost of constructing a similar asset of equivalent utility at prices applicable at the time of the valuation date. Toarrive at an estimate of the fair value using the cost approach, the replacement cost new is determined and reduced for depreciation of the asset. Replacementcost new is defined as the current cost of producing or constructing a similar new item having the nearest equivalent utility as the property being valued. The income approach focuses on the income-producing capability of the asset. The underlying premise of this approach is that the value of an asset can bemeasured by the present worth of the net economic benefit (cash receipts less cash outlays) to be received over the life of the subject asset. The steps followedin applying this approach include estimating the expected undiscounted net cash flows attributable to the asset over its life and converting these expected netcash flows to present value through capitalization or discounting. The process uses a rate of return that accounts for both the time value of money and riskfactors. There are two common methods for converting expected income into value. Those methods are the direct capitalization and DCF methods. Directcapitalization is a method used to convert an estimate of a single year's income expectancy into an indication of value in one direct step by dividing theincome estimate by an appropriate capitalization rate. Under the DCF method, anticipated future cash flows and a reversionary value are discounted to anopinion of net present value at a specific internal rate of return or a yield rate, because net operating income of the subject property is not fully stabilized. Estimates of expected cash flows are, by their nature, subjective and actual results may differ materially from our estimates, potentially resulting in animpairment charge in a future period. In 2025, as a result of our first quarter impairment review, the Company recorded a long-lived asset impairment charge of $32.3 million for property andequipment related to our Las Vegas Locals segment. In addition, as a result of our third quarter 2025 impairment review, the Company recorded a long-livedasset impairment charge of $47.3 million for property and equipment related to our Midwest & South segment and $17.8 million for property and equipmentrelated to our Las Vegas Locals segment. Further, as a result of our fourth quarter 2025 impairment review, the Company recorded a long-lived assetimpairment charge of $25.0 million for property and equipment related to our Midwest & South segment. 38
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Table of Contents Valuation of Indefinite-Lived Intangible AssetsGaming license rights represent the value of the license to conduct gaming in certain jurisdictions, which is subject to highly extensive regulatory oversightand a limitation on the number of licenses available for issuance with these certain jurisdictions. Gaming license rights are tested for impairment using a DCFapproach. The value of gaming licenses is determined using a multi-period excess earnings method, which is a specific DCF model, and cost approach. Thevalue is determined at an amount equal to the present value of the incremental after-tax cash flows attributable only to future gaming revenue, discounted topresent value at a risk-adjusted rate of return. With respect to the application of this methodology, we used the following significant projections of future cashflows, assumptions and estimates: gaming revenues; gaming operating expenses; general and administrative expenses; tax expense; terminal value; anddiscount rate. These projections are modeled for a five-year period and a terminal period. Trademarks are based on the value of our brand, which reflects the level of service and quality we provide and from which we generate repeat business.Trademarks are valued using the relief from royalty method, which presumes that without ownership of such trademarks, we would have to make a stream ofpayments to a brand or franchise owner in return for the right to use their name. By virtue of this asset, we avoid any such payments and record the relatedintangible value of our ownership of the brand name. We used the following significant projections of future cash flows, assumptions and estimates todetermine value under the relief from royalty method: revenue from gaming and hotel activities; royalty rate; tax expense; terminal growth rate; discount rate;and the present value of tax benefit. The projections underlying this DCF model were forecasted for five years and a terminal value calculated using a modelwhich divides the normalized cash flow stream by a capitalization rate. Applying the selected pretax royalty rates to the applicable revenue base in eachperiod yielded pretax income for each property's trademarks and trade name. These pretax totals were tax effected utilizing the applicable tax rate to arrive atnet, after-tax cash flows. The net, after-tax cash flows and the terminal value were then discounted to present value utilizing an appropriate discount rate. Thepresent value of the after-tax cash flows was then added to the present value of the amortization tax benefit (considering the 15-year amortization ofintangible assets pursuant to income tax regulations) to arrive at the recommended fair values for the trademarks and trade names. Gaming license rights and trademarks are indefinite-lived intangible assets and are not subject to amortization, but are subject to an annual impairment testand between annual test dates in certain circumstances. The guidance permits an entity to make a qualitative assessment, referred to as "Step Zero," ofwhether it is more likely than not that a reporting unit’s fair value is less than its carrying amount. We utilized this option for our 2025 annual impairment testfor certain of our indefinite-lived intangible assets. If the fair value of an indefinite-lived intangible asset is less than its carrying amount, an impairment lossis recognized equal to the difference. As part of our annual impairment testing, management assesses the likelihood of impairment by performing a qualitative("Step Zero") analysis for our indefinite-lived intangibles to determine if it is more likely than not that the fair values of such intangibles exceeded theircarrying values by a substantial margin. We solicit third party valuation expertise to assist in the valuation of those indefinite-lived intangible assets that aredeemed to have a greater likelihood of impairment. Our annual impairment test, performed as of October 1, 2025, resulted in no impairment charges. We evaluate on a quarterly basis whether any triggering events or changes in circumstances would indicate an impairment condition may exist. Thisevaluation requires significant judgment, including consideration of whether there have been any significant adverse changes in legal factors or in ourbusiness climate, adverse action or assessment by a regulator, unanticipated competition, loss of key personnel or likely sale or disposal of all or a significantportion of a reporting unit. If an event described above occurs, and results in a significant impact to our revenue and profitability projections, or anysignificant assumption in our valuation methods is adversely impacted, the impact could result in a material impairment charge in the future. Management makes significant judgments and estimates as part of these analyses that are inherent in evaluating these assets for impairment. In particular,future cash flow estimates are, by their nature, subjective and actual results may differ materially from our estimates. In addition, capitalization rates and thediscount rates used in the impairment tests are highly judgmental and dependent in large part on expectations of future market conditions. If certain futureoperating results do not meet current expectations it could cause carrying values of the intangibles to exceed their fair values in future periods, resulting in animpairment charge of trademarks and gaming license rights in an amount up to its book value of $1.4 billion. For the year ended December 31, 2025, theCompany recorded no indefinite-lived intangible asset impairment charges. However, trademarks and gaming license rights in the Midwest & South segmenthad estimated fair values that did not significantly exceed their respective carrying values. Valuation of GoodwillThe authoritative guidance related to goodwill impairment requires goodwill to be tested for impairment at the reporting unit level at least annually. TheCompany has determined that each of its properties is a reporting unit for goodwill impairment testing, since discrete financial information is available at theproperty level. The guidance permits an entity to make a qualitative assessment, referred to as "Step Zero," of whether it is more likely than not that areporting unit’s fair value is less than its carrying amount. If the carrying value of the goodwill is considered impaired, a loss is measured as the excess of thereporting unit's carrying value over the fair value, with a limit of the goodwill allocated to that reporting unit. As part of our annual impairment testing, management first performs a qualitative "Step Zero" analysis and assesses the likelihood ofimpairment. Management solicits third party valuation expertise to assist in valuations of goodwill for those reporting units that are deemed to have a greaterlikelihood of impairment. We perform the test annually as of October 1 using a weighting of two different approaches to determine fair value: (i) the incomeapproach; and (ii) the market approach. 39
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Table of Contents In the valuation of a reporting unit's goodwill, the income approach focuses on the income-producing capability of the reporting unit. The underlying premiseof this approach is that the value of a reporting unit can be measured by the present worth of the net economic benefit (cash receipts less cash outlays) to bereceived over the life of the reporting unit. The steps followed in applying this approach include estimating the expected after-tax cash flows attributable tothe reporting unit over its life and converting these after-tax cash flows to present value through "discounting." The discounting process uses a rate of returnwhich accounts for both the time value of money and investment risk factors. Finally, the present value of the after-tax cash flows over the life of thereporting unit is totaled to arrive at an indication of the fair value of the reporting unit. The market approach is comprised of the guideline company method, which focuses on comparing the subject company to selected reasonably similar, or"guideline", publicly-traded companies. Under this method, valuation multiples are: (i) derived from the operating data of selected guideline companies; (ii)evaluated and adjusted based on the strengths and weaknesses of the subject company relative to the selected guideline companies; and (iii) applied to theoperating data of the subject company to arrive at an indication of value. In the valuation of a reporting unit, the market approach measures value based onwhat typical purchasers in the market have paid for assets which can be considered reasonably similar to those being valued. When the market approach isutilized, data is collected on the prices paid for reasonably comparable assets. Adjustments are made to the similar assets to compensate for differencesbetween reasonably similar assets and the asset being valued. The application of the market approach results in an estimate of the price reasonably expected tobe realized from the sale of the reporting unit. The two methodologies were weighted 50.0% toward the income approach and 50.0% toward the market approach, to arrive at an overall fair value. Ourannual impairment test as of October 1, 2025, resulted in no goodwill impairment charges. We evaluate quarterly whether any triggering events or changes incircumstances have occurred that would indicate an impairment condition more than likely would exist. This evaluation requires significant judgment,including consideration of whether there had been any significant adverse changes in legal factors or in our business climate, adverse action or assessment bya regulator, unanticipated competition, loss of key personnel or likely sale or disposal of all or a significant portion of a reporting unit. Based upon thisquarterly evaluation, we concluded that there had not been a triggering event or change in circumstance that indicated an impairment condition existed. Although we satisfied the impairment analysis requirements for each reporting unit tested, changes to certain underlying assumptions and variables, many ofwhich are derived from external factors, could greatly impact the results of future tests. We cannot control or influence the impact of these factors from a fairvaluation perspective, but they could nonetheless have a material effect on the results of valuation, particularly the guideline company method under themarket approach, in the future. Additionally, several of the assumptions underlying the DCF method under the income approach could pose a high degree of sensitivity to the resulting fairvalue. These factors include, but are not limited to, the following significant projections of future cash flows, assumptions and estimates to determine valueunder the DCF method: total revenue, operating expenses, depreciation expense, depreciation overhang, tax expense and effective rates, debt-free net workingcapital, capital additions, terminal year growth factor, discount rate and the capitalization rate. A change in any of these variables that cause our discountedcash flows or terminal value or both to adversely and materially change could result in the failure of the impairment test, and a resulting impairment of ourgoodwill in an amount up to its book value of $958.0 million. For the year ended December 31, 2025, the Company recorded no goodwill impairmentcharges. However, reporting units in the Midwest & South segment had estimated fair values that did not significantly exceed their carrying value. Management makes significant judgments and estimates as part of these analyses that are inherent in evaluating these reporting units for impairment. Inparticular, future cash flow estimates are, by their nature, subjective and actual results may differ materially from our estimates. In addition, the determinationof multiples, capitalization rates and the discount rates used in the impairment tests are highly judgmental and dependent in large part on expectations offuture market conditions. If certain future operating results do not meet current expectations it could cause carrying values of the intangibles to exceed theirfair values in future periods, potentially resulting in an impairment charge. Accounting for LeasesThe determination of lease liabilities requires us to estimate the present value of our future lease commitments over their reasonably certain remaining leaseterm using a weighted average incremental borrowing rate commensurate with the rate of interest we would have to pay to borrow on a collateralized basisover a similar term an amount equal to our future lease payments in a similar economic environment. The determination of the incremental borrowing ratecould materially impact our lease liabilities. We estimate the expected term of a lease by assuming the exercise of renewal options, in addition to the initial non-cancelable lease term, if the renewal isreasonably certain. Generally, "reasonably certain" relates to our contractual right to renew and the existence of an economic penalty that would preclude theabandonment of the lease at the end of the initial non-cancelable lease term. The determination of the expected term could also materially impact our leaseliabilities. The determination of the expected term of a lease requires us to apply judgment and estimates concerning the number of renewal periods that are reasonablycertain. If a lease is terminated prior to reaching the end of the expected term, this may result in the acceleration of depreciation or impairment of the leaseright-of-use asset and related long-lived assets. Our review performed during the fourth quarter of 2025, resulted in an operating lease right-of-use asset impairment charge of $6.0 million. 40
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Table of Contents Provisions for Deferred Tax Assets, Certain Tax Liabilities and Uncertain Tax Positions and Tax CreditsIncome taxes are recorded under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future taxconsequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective taxbases, and attributable to operating loss and tax credit carryforwards. We reduce the carrying amounts of deferred tax assets by a valuation allowance, if basedon the available evidence it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferredtax assets is assessed periodically based on a more-likely-than-not realization threshold. This assessment considers, among other matters, the nature,frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, our experience withthe usability of operating loss and tax credit carryforwards before expiration, and tax planning alternatives. If certain future operating results do not meetcurrent expectations it could cause us to establish an additional valuation allowance on our deferred tax assets. The Company's income tax returns are subject to examination by the IRS and other tax authorities in the locations where it operates. The Company assessespotentially unfavorable outcomes of such examinations based on accounting standards for uncertain income taxes, which prescribe a minimum recognitionthreshold a tax position is required to meet before being recognized in the financial statements. The IRS selected our federal corporate income tax return forthe tax year ended December 31, 2021, for examination. The IRS examination began in the second quarter of 2024 and was closed in the second quarter of2025 with no significant adjustments. As of December 31, 2025, there were no changes to our unrecognized tax benefits to date. We recognize the tax benefit from an uncertain tax position only when it is more likely than not, based on the technical merits of the position, that the taxposition will be sustained upon examination, including the resolution of any related appeals or litigation. The tax benefits recognized in the consolidatedfinancial statements from such a position are measured as the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimateresolution. We have established contingency reserves for material, known tax exposures. Our tax reserves reflect management's judgment as to the resolution of theissues involved if subject to judicial review. While we believe our reserves are adequate to cover reasonably expected tax risks, there can be no assurance that,in all instances, an issue raised by a taxing authority will be resolved at a financial cost that does not exceed its related reserve. With respect to these reserves,our income tax expense would include: (i) any changes in tax reserves arising from material changes during the period in the facts and circumstances (i.e.,new information) surrounding a tax issue; and (ii) any difference from our tax position as recorded in the financial statements and the final resolution of a taxissue during the period. Application of Acquisition Method of AccountingWe follow the guidance of Accounting Standards Codification 805 to account for our acquisitions. We completed the acquisition of Boyd Digital in 2024, asdescribed in Note 2, Acquisitions, to our consolidated financial statements presented in Part II, Item 8, for an aggregate purchase price of approximately $34.0million. For purposes of these consolidated financial statements, we have allocated the purchase price to the assets acquired and the liabilities assumed basedon their fair values as determined by us with the assistance from third-party specialists. The excess of the purchase price over those fair values was recordedas goodwill. The assets and liabilities of the acquisition are included in our consolidated balance sheet as of December 31, 2025 and 2024, and the results of its operationsand cash flows are reported in our consolidated statements of operations and cash flows, respectively, from the date of acquisition through December 31,2025. Recently Issued Accounting PronouncementsFor information with respect to recent accounting pronouncements and the impact of these pronouncements on our consolidated financial statements, seeNote 1, Summary of Significant Accounting Policies - Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements,in the notes to the consolidated financial statements. 41
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Table of Contents ITEM 7A. Quantitative and Qualitative Disclosures About Market RiskMarket risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodityprices. We do not hold any market risk sensitive instruments for trading purposes. Our primary exposure to market risk is interest rate risk, specifically long-term United States ("U.S.") treasury rates and the applicable spreads in the high-yield investment market, short-term and long-term SOFR rates, and theirpotential impact on our long-term debt. We attempt to limit our exposure to interest rate risk by managing the mix of our long-term fixed-rate borrowings andshort-term borrowings under our Credit Facility. We are also exposed to commodity prices and potential tariffs on goods purchased from outside the U.S. Ourexposure is mitigated as a significant majority of our purchases, both operating and for our construction projects, are from U.S. based suppliers. Finally, weare also exposed to a lesser extent to foreign currency exchange risk for funds held in our Canadian operating and restricted cash accounts. While there is riskof fluctuations in the foreign exchange rate between the Canadian dollar and U.S. dollar, our exposure is limited given the size of our Canadian operations andthe minimal amount of cash held in Canadian bank accounts. A weakening or strengthening of the U.S. dollar to the Canadian dollar by 2x the currentconversion rate, would not cause the value of the funds held in Canadian operating and restricted cash accounts to change significantly. We do not currentlyutilize derivative financial instruments for trading or speculative purposes. Table of Debt Maturities and Interest RatesThe following table provides information about our financial instruments that are sensitive to changes in interest rates, including debt obligations. For ourdebt obligations, the table presents principal cash flows and related weighted-average interest rates by expected maturity dates. The weighted-average variablerates are based upon prevailing interest rates. The scheduled maturities of our long-term debt outstanding for the years ending December 31 are as follows: Scheduled Maturity Date Year Ending December 31, (In millions) 2026 2027 2028 2029 2030 Thereafter Total Fair Value Long-term debt (includingcurrent portion): Fixed-rate $ — $ 1,000.0 $ — $ — $ — $ 900.0 $ 1,900.0 $ 1,873.8 Average interest rate 4.8% 4.8% 4.8% 4.8% 4.8% 4.8% 4.8% Variable-rate $ — $ 160.7 $ — $ — $ — $ — $ 160.7 $ 160.7 Average interest rate 5.3% 5.3% —% —% —% —% 5.3% As of December 31, 2025, our long-term variable-rate borrowings represented approximately 7.8% of total long-term debt. Based on December 31, 2025 debtlevels, a 100-basis-point change in the interest rate would cause our annual interest costs to change by approximately $1.6 million. The following table provides other information about our long-term debt: December 31, 2025 Outstanding Face Carrying Estimated (In millions) Amount Value Fair Value Credit facility $ 160.7 $ 156.9 $ 160.7 4.750% senior notes due 2027 1,000.0 996.1 996.3 4.750% senior notes due 2031 900.0 892.6 877.5 Total long-term debt $ 2,060.7 $ 2,045.6 $ 2,034.5 The estimated fair value of our Credit Facility is based on a relative value analysis performed on or about December 31, 2025. The estimated fair values ofour Senior Notes are based on quoted market prices as of December 31, 2025. See also "Liquidity and Capital Resources" above. 42
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Table of Contents ITEM 8. Financial Statements and Supplementary DataThe following consolidated financial statements for the three years in the period ended December 31, 2025 are filed as part of this Report: Page No.Report of Independent Registered Public Accounting Firm 44 Consolidated Balance Sheets at December 31, 2025 and 2024 46 Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023 47 Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023 48 Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2025, 2024 and 2023 49 Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 50 Notes to Consolidated Financial Statements 52 The accompanying audited consolidated financial statements of Boyd Gaming Corporation have been prepared in accordance with the instructions to Form10-K and Regulation S-X and include all information and footnote disclosures necessary for complete financial statements in conformity with GAAP. 43
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Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Boyd Gaming Corporation: Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Boyd Gaming Corporation and subsidiaries (the "Company") as of December 31, 2025 and2024, the related consolidated statements of operations, comprehensive income, changes in stockholders' equity, and cash flows, for each of the three years inthe period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statementspresent fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cashflows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States ofAmerica. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company'sinternal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued bythe Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 20, 2026, expressed an unqualified opinion on theCompany's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financialstatements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Companyin accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing proceduresto assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also includedevaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financialstatements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or requiredto be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved ourespecially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financialstatements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or onthe accounts or disclosures to which they relate. Goodwill and Gaming License Rights Indefinite-Lived Intangible Assets — Refer to Notes 1, 4 and 5 to the financial statements Critical Audit Matter Description The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of a reporting unit to its carrying value. Similarly, theCompany’s evaluation of its gaming license rights indefinite-lived intangible assets for impairment involves the comparison of the fair value of each gaminglicense right indefinite-lived intangible asset to its carrying value. As of December 31, 2025, the carrying value of goodwill and gaming license rightsindefinite-lived intangible assets was $958.0 million and $1,203.9 million, respectively. Management estimated the fair value of reporting units using aweighting of the income approach and the market approach and estimated the fair value of gaming license rights indefinite-lived intangible assets using amulti-period excess earnings method. The determination of the fair value of reporting units required management to make significant assumptions and estimates including, projections of futurecash flows and the selection of discount rates and valuation multiples derived from the operating data of selected guideline publicly-traded companies. Thedetermination of the fair value of gaming license rights indefinite-lived intangible assets required management to make significant assumptions and estimatesincluding, projections of future cash flows and the selection of discount rates. Therefore, auditing these fair values involved a higher degree of judgment and subjectivity, including the involvement of valuation specialists. 44
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Table of Contents How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to management’s projections of future cash flows and the selection of discount rates and valuation multiples used in thedetermination of the fair value of reporting units and gaming license rights indefinite-lived intangible assets included the following: ● We tested the design and operating effectiveness of internal controls related to management’s projections of future cash flows and the selectionof discount rates and valuation multiples. ● We evaluated management’s ability to accurately project future cash flows by comparing historical projections with actual performance. ● We evaluated the reasonableness of management’s projections of future cash flows by (1) comparing projections of future cash flows to internalcommunications to management and the Board of Directors and information from Company press releases, analyst and industry reports, andselected guideline publicly-traded companies; (2) considering the impact of changes in the competitive and regulatory environment onmanagement’s projections; and (3) assessing the reasonableness of strategic plans incorporated by management into the projections. ● With the assistance of our valuation specialists, we evaluated the selection of discount rates and valuation multiples by (1) assessing thevaluation methodology and market-based information underlying these assumptions and estimates, including testing the mathematical accuracyof the calculations; (2) developing an independent range of assumptions and estimates and comparing those to the discount rates and valuationmultiples selected by management; and (3) evaluating historical operating trends and profitability and assessing the impact of uncertainty inmanagement’s projections of future cash flows on these assumptions and estimates. /s/ Deloitte & Touche LLP Las Vegas, NevadaFebruary 20, 2026 We have served as the Company’s auditor since 1981. 45
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS December 31, (In thousands, except share data) 2025 2024 ASSETS Current assets Cash and cash equivalents ($5,557 and $0 assets related to VIE) $ 353,413 $ 316,688 Restricted cash 5,354 4,676 Accounts receivable, net ($141 and $0 assets related to VIE) 84,352 132,270 Inventories ($6 and $0 assets related to VIE) 20,189 21,235 Prepaid expenses and other current assets 45,483 56,633 Income taxes receivable 21,937 30,005 Total current assets 530,728 561,507 Property and equipment, net 2,871,384 2,679,276 Operating lease right-of-use assets ($2,809 and $0 assets related to VIE) 646,146 735,618 Other assets, net 93,464 66,518 Intangible assets, net ($98,754 and $0 assets related to VIE) 1,474,991 1,391,007 Goodwill, net 957,977 957,889 Total assets $ 6,574,690 $ 6,391,815 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable ($255 and $0 assets related to VIE) $ 151,292 $ 131,264 Current maturities of long-term debt — 44,006 Accrued liabilities ($1,932 and $0 assets related to VIE) 827,927 447,415 Total current liabilities 979,219 622,685 Long-term debt, net of current maturities and debt issuance costs 2,045,569 3,132,584 Operating lease liabilities, net of current portion ($1,388 and $0 assets related to VIE) 554,252 651,751 Deferred income taxes 323,473 346,916 Other liabilities 64,295 56,366 Commitments and contingencies (Note 9) Stockholders' equity Preferred stock, $0.01 par value, 5,000,000 shares authorized — — Common stock, $0.01 par value, 200,000,000 shares authorized; 76,368,491 and 86,184,155 sharesoutstanding 764 862 Additional paid-in capital — — Retained earnings 2,609,285 1,583,053 Accumulated other comprehensive loss (1,550) (2,402) Boyd Gaming Corporation stockholders' equity 2,608,499 1,581,513 Noncontrolling interest (617) — Total stockholders' equity 2,607,882 1,581,513 Total liabilities and stockholders' equity $ 6,574,690 $ 6,391,815 The accompanying notes are an integral part of these consolidated financial statements. 46
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31, (In thousands, except per share data) 2025 2024 2023 Revenues Gaming $ 2,638,150 $ 2,583,926 $ 2,613,288 Food & beverage 310,246 303,522 288,417 Room 191,286 204,608 199,117 Online 132,165 155,760 94,203 Online reimbursements 576,158 450,473 328,008 Management fee 98,869 88,407 76,921 Other 145,115 143,498 138,538 Total revenues 4,091,989 3,930,194 3,738,492 Operating costs and expenses Gaming 1,026,555 999,753 1,000,240 Food & beverage 265,604 253,940 240,879 Room 77,056 77,591 73,490 Online 68,174 47,310 30,980 Online reimbursements 576,158 450,473 328,008 Other 51,239 51,322 46,323 Selling, general and administrative 433,100 427,226 389,891 Master lease rent expense 113,769 111,406 108,398 Maintenance and utilities 151,216 148,366 151,014 Depreciation and amortization 302,710 276,639 256,780 Corporate expense 121,859 113,934 115,963 Project development, preopening and writedowns 12,360 28,572 (8,935)Impairment of assets 128,395 10,500 107,837 Other operating items, net 15,388 5,385 (4,207) Total operating costs and expenses 3,343,583 3,002,417 2,836,661 Operating income 748,406 927,777 901,831 Other expense (income) Interest income (4,826) (1,625) (23,886)Interest expense, net of amounts capitalized 157,642 177,409 171,247 Loss on early extinguishments and modifications of debt 1,446 — — Other, net (1,735,527) (10) 1,563 Total other (income) expense, net (1,581,265) 175,774 148,924 Income before income taxes 2,329,671 752,003 752,907 Income tax provision (490,769) (174,051) (132,884) Net income 1,838,902 577,952 620,023 Net loss attributable to noncontrolling interest 4,371 — — Net income attributable to Boyd Gaming $ 1,843,273 $ 577,952 $ 620,023 Basic net income per common share $ 22.56 $ 6.19 $ 6.12 Weighted average basic shares outstanding 81,701 93,314 101,325 Diluted net income per common share $ 22.56 $ 6.19 $ 6.12 Weighted average diluted shares outstanding 81,716 93,349 101,373 The accompanying notes are an integral part of these consolidated financial statements. 47
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Year Ended December 31, (In thousands) 2025 2024 2023 Net income $ 1,838,902 $ 577,952 $ 620,023 Other comprehensive income (loss), net of tax: Fair value adjustments to available-for-sale securities 302 (165) 123 Foreign currency translation adjustments 550 (1,139) 161 Comprehensive income 1,839,754 576,648 620,307 Amounts attributable to noncontrolling interest: Net loss attributable to noncontrolling interest 4,371 — — Comprehensive loss attributable to noncontrolling interest 4,371 — — Comprehensive income attributable to Boyd Gaming $ 1,844,125 $ 576,648 $ 620,307 The accompanying notes are an integral part of these consolidated financial statements. 48
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY Accumulated Additional Other Common Stock Paid-in Retained Comprehensive Noncontrolling (In thousands, except share data) Shares Amount Capital Earnings Income (Loss) Interest Total Balances, January 1, 2023 102,816,110 $ 1,028 $ 305,152 $ 1,285,827 $ (1,382) $ — $ 1,590,625 Net income — — — 620,023 — — 620,023 Fair value adjustments to available-for-sale securities — — — — 123 — 123 Foreign currency translation adjustments — — — — 161 — 161 Stock options exercised 32,000 — 315 — — — 315 Release of restricted stock units, net oftax 202,516 2 (2,081) (4,774) — — (6,853)Release of performance stock units, net oftax 318,878 3 (12,777) — — — (12,774)Shares repurchased and retired (6,537,051) (65) (322,988) (93,202) — — (416,255)Dividends declared ($0.64 per share) — — — (63,642) — — (63,642) Share-based compensation costs — — 32,379 — — — 32,379 Balances, December 31, 2023 96,832,453 968 — 1,744,232 (1,098) — 1,744,102 Net income — — — 577,952 — — 577,952 Fair value adjustments to available-for-sale securities — — — — (165) — (165)Foreign currency translation adjustments — — — — (1,139) — (1,139)Stock options exercised 44,980 — 701 — — — 701 Release of restricted stock units, net oftax 242,606 3 (1,618) (7,696) — — (9,311)Release of performance stock units, net oftax 150,063 2 (119) (6,091) — — (6,208)Shares repurchased and retired (11,085,947) (111) (28,630) (663,528) — — (692,269)Dividends declared ($0.68 per share) — — — (61,816) — — (61,816) Share-based compensation costs — — 29,666 — — — 29,666 Balances, December 31, 2024 86,184,155 862 — 1,583,053 (2,402) — 1,581,513 Net income (loss) — — — 1,843,273 — (4,371) 1,838,902 Fair value adjustments to available-for-sale securities — — — — 302 — 302 Foreign currency translation adjustments — — — — 550 — 550 Stock options exercised 7,477 — 139 — — — 139 Release of restricted stock units, net oftax 196,382 2 (1,254) (582) — — (1,834)Release of performance stock units, net oftax 99,948 1 (222) (4,273) — — (4,494)Shares repurchased and retired (10,119,471) (101) (30,809) (754,912) — — (785,822)Dividends declared ($0.72 per share) — — — (57,274) — — (57,274)Share-based compensation costs — — 32,146 — — — 32,146 Transaction with noncontrolling interest — — — — — 3,754 3,754 Balances, December 31, 2025 76,368,491 $ 764 $ — $ 2,609,285 $ (1,550) $ (617) $ 2,607,882 The accompanying notes are an integral part of these consolidated financial statements. 49
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, (In thousands) 2025 2024 2023 Cash Flows from Operating Activities Net income $ 1,838,902 $ 577,952 $ 620,023 Adjustments to reconcile net income to net cash provided by operatingactivities: Depreciation and amortization 302,710 276,639 256,780 Amortization of debt financing costs and discounts on debt 7,139 7,591 7,761 Non-cash operating lease expense 91,594 87,687 78,811 Non-cash expected credit loss (income) on note receivable — — (34,371)Share-based compensation expense 32,146 29,666 32,379 Deferred income taxes (23,475) 58,145 (29,842)Non-cash interest income (3,009) — — Non-cash impairment of assets 128,395 10,500 107,837 Gain on sale of investment (1,748,000) — — Loss on early extinguishments and modifications of debt 1,446 — — Other operating activities (1,233) 9,116 1,665 Changes in operating assets and liabilities, excluding the impact of acquisitions: Accounts receivable, net 47,974 5,964 (28,810)Inventories 1,046 (543) 1,481 Prepaid expenses and other current assets 11,701 3,088 (10,369)Income taxes (receivable) payable, net 8,068 (26,497) (950)Other assets, net 1,043 800 1,307 Accounts payable and accrued liabilities 373,730 6,344 (10,345)Operating lease liabilities (91,594) (87,687) (78,811) Other liabilities (1,904) (1,690) (30) Net cash provided by operating activities 976,679 957,075 914,516 Cash Flows from Investing Activities Capital expenditures (588,215) (400,400) (373,950)Cash paid for acquisitions, net of cash received — (30,266) — Cash paid for gaming license right intangible asset (85,000) — — Payments received on note receivable — 208 113,555 Advances made under note receivable (31,780) — — Proceeds from sale of investment 1,758,000 — — Other investing activities (10,184) (3,454) (3,935) Net cash provided by (used in) investing activities 1,042,821 (433,912) (264,330) 50
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued) Year Ended December 31, (In thousands) 2025 2024 2023 Cash Flows from Financing Activities Borrowings under credit facility 2,062,800 1,764,300 1,505,800 Payments under credit facility (3,202,400) (1,510,300) (1,647,300)Share-based compensation activities (6,189) (14,818) (19,312)Shares repurchased and retired (778,324) (685,850) (412,655)Dividends paid (58,172) (62,661) (63,609) Other financing activities (6) (172) (172) Net cash used in financing activities (1,982,291) (509,501) (637,248) Effect of foreign currency exchange rates on cash, cash equivalents and restrictedcash 194 (228) (73) Change in cash, cash equivalents and restricted cash 37,403 13,434 12,865 Cash, cash equivalents and restricted cash, beginning of year 321,364 307,930 295,065 Cash, cash equivalents and restricted cash, end of year $ 358,767 $ 321,364 $ 307,930 Supplemental Disclosure of Cash Flow Information Cash paid for interest, net of amounts capitalized $ 151,004 $ 173,177 $ 166,682 Cash received for interest — 213 11,999 Cash paid for income taxes 131,767 144,512 164,482 Supplemental Schedule of Non-cash Investing and Financing Activities Payables incurred for capital expenditures $ 38,712 $ 27,220 $ 23,509 Dividends declared not yet paid 13,767 14,665 15,508 Asset acquisition in exchange for contingent consideration 10,000 — — Derecognition of lease liability (37,897) — — Derecognition of right-of-use operating lease asset 37,897 — — Expected credit loss (income) on note receivable — — (34,371) The accompanying notes are an integral part of these consolidated financial statements. 51
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSas of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESOrganizationBoyd Gaming Corporation (and together with its subsidiaries, the "Company," the "Registrant," "Boyd Gaming," "Boyd," "we" or "us") was incorporated inthe state of Nevada in 1988 and has been operating since 1975. The Company's common stock is traded on the New York Stock Exchange under the symbol"BYD". As of December 31, 2025, we are a geographically diversified operator of 27 brick-and-mortar gaming entertainment properties ("gaming entertainmentproperties"). Headquartered in Las Vegas, Nevada, we have gaming operations in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi, Missouri,Ohio, Pennsylvania and Virginia. In addition, we own and operate Boyd Interactive, a business-to-business ("B2B") and business-to-consumer ("B2C") onlinegaming business. We also manage the Sky River Casino located in California under a management agreement with Wilton Rancheria. For financial reporting purposes, we have four reportable segments: (i) Las Vegas Locals; (ii) Downtown Las Vegas; (iii) Midwest & South; and (iv) Online,(collectively "Reportable Segments"). The Online segment includes the operating results of our online gaming business, including the acquisition onSeptember 1, 2024 of Resorts Digital Gaming, LLC ("Boyd Digital"), (collectively "Boyd Interactive") and online market access fees from our agreementswith third parties throughout the United States. To reconcile Reportable Segments information to the consolidated information, the Company has aggregatednonreportable operating segments into a Managed & Other category. The Managed & Other category includes management fees earned under ourmanagement contract with Wilton Rancheria for the management of Sky River Casino in northern California and the operating results of LattnerEntertainment Group Illinois, LLC ("Lattner"), our Illinois distributed gaming operator. The table below lists the Reportable Segment classification of each ofour gaming entertainment properties that were aggregated based on their similar economic characteristics, types of customers, types of services and productsprovided, the regulatory environments in which they operate and their management and reporting structure. Las Vegas Locals Gold Coast Hotel and Casino Las Vegas, NevadaThe Orleans Hotel and Casino Las Vegas, NevadaSam's Town Hotel and Gambling Hall Las Vegas, NevadaSuncoast Hotel and Casino Las Vegas, NevadaEastside Cannery Casino and Hotel (1) Las Vegas, NevadaAliante Casino + Hotel + Spa North Las Vegas, NevadaCannery Casino Hotel North Las Vegas, NevadaJokers Wild Henderson, NevadaDowntown Las Vegas California Hotel and Casino Las Vegas, NevadaFremont Hotel & Casino Las Vegas, NevadaMain Street Station Hotel and Casino Las Vegas, NevadaMidwest & South Par-A-Dice Casino East Peoria, IllinoisBelterra Casino Resort (2) Florence, IndianaBlue Chip Casino Hotel Spa Michigan City, IndianaDiamond Jo Casino Dubuque, IowaDiamond Jo Worth Northwood, IowaKansas Star Casino Mulvane, KansasAmelia Belle Casino Amelia, LouisianaDelta Downs Racetrack Hotel & Casino Vinton, LouisianaEvangeline Downs Racetrack & Casino Opelousas, LouisianaSam's Town Shreveport Shreveport, LouisianaTreasure Chest Casino Kenner, LouisianaIP Casino Resort Spa Biloxi, MississippiSam's Town Hotel and Gambling Hall Tunica (3) Tunica, MississippiAmeristar Casino * Hotel Kansas City (2) Kansas City, MissouriAmeristar Casino * Resort * Spa St. Charles (2) St. Charles, MissouriBelterra Park (2) Cincinnati, OhioValley Forge Casino Resort King of Prussia, PennsylvaniaThe Interim Gaming Hall (4) Norfolk, Virginia (1) Property has been closed since March 18, 2020. The Company began demolition of the property during the fourth quarter of 2025.(2) Property is subject to a master lease agreement with a real estate investment trust.(3) Property permanently closed on November 9, 2025.(4) Property opened on November 7, 2025 and is a variable interest entity consolidated in our financial statements. 52
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 In addition to these properties, we own a travel agency located in Hawaii. Financial results for our travel agency are included in our Downtown Las Vegassegment, as our Downtown Las Vegas properties concentrate significant marketing efforts on gaming customers from Hawaii. Basis of PresentationThe consolidated financial statements include the accounts of the Company and its subsidiaries. In addition, we consolidate variable interest entities ("VIEs")for which we or one of our consolidated subsidiaries is the primary beneficiary. Investments in unconsolidated affiliates, which are 50% or less owned andwhere we have significant influence and do not meet the controlling financial interest consolidation criteria of the authoritative accounting guidance forvoting interest or VIEs, are accounted for under the equity method. We consider ourselves the primary beneficiary of a VIE when we have both the power to direct the activities that most significantly affect the economicperformance of the VIE and the right to receive benefits or the obligation to absorb losses of the entity that could be potentially significant to the VIE. Wereview investments for VIE consideration if a reconsideration event occurs to determine if the investment qualifies, or continues to qualify, as a VIE. All intercompany accounts and transactions have been eliminated in consolidation. Recasted Consolidated Statements of Operations In 2025, the Company has separated out online reimbursements revenue from online revenue and online reimbursements expense from online expense. Undercertain of our online market access agreements, we are the primary obligor and are responsible for paying gaming taxes and other license payments owed asthe gaming licensee for the related online gaming activities. We are reimbursed for these taxes and other payments by the third-party operators. To improvetransparency on the face of the financial statements, the reimbursements we receive are recorded as online reimbursements revenue and the gaming taxes andother expenses paid are reported as online reimbursements expense. Online revenue and online expense include Boyd Interactive operations and our revenueshare from our online market access agreements. Revenue and operating expense for 2024 and 2023 have been recast to conform to this presentation. Thedisaggregation of online reimbursements revenue from online revenue and online reimbursements expense from online expense did not impact the Company'stotal revenues, net income or earnings per share as previously reported for 2024 and 2023. Cash and Cash EquivalentsCash and cash equivalents include highly liquid investments, which include cash on hand and in banks, interest-bearing deposits and money market fundswith maturities of three months or less at their date of purchase. The instruments are not restricted as to withdrawal or use and are on deposit with high creditquality financial institutions. Although these balances may at times exceed the federal insured deposit limit, we believe such risk is mitigated by the quality ofthe institution holding such deposit. The carrying values of these instruments approximate their fair values as such balances are generally available ondemand. Restricted CashRestricted cash consists primarily of: (i) amounts restricted by regulation for gaming and racing purposes; (ii) amounts restricted by regulation for the value inplayers' online casino gaming accounts; and (iii) advance payments received for future bookings with our Hawaiian travel agency. These restricted cashbalances are invested in highly liquid instruments with a maturity of 90 days or less. These restricted cash balances are held by high credit quality financialinstitutions. The carrying values of these instruments approximate their fair values due to their short maturities. The following table provides a reconciliation of cash, cash equivalents and restricted cash balances reported within the consolidated balance sheets to the totalbalance shown in the consolidated statements of cash flows. December 31, December 31, December 31, December 31, (In thousands) 2025 2024 2023 2022 Cash and cash equivalents $ 353,413 $ 316,688 $ 304,271 $ 283,472 Restricted cash 5,354 4,676 3,659 11,593 Total cash, cash equivalents and restricted cash $ 358,767 $ 321,364 $ 307,930 $ 295,065 53
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 Accounts Receivable, netAccounts receivable consist primarily of casino, hotel, market access partner online gaming tax reimbursements and other receivables. Accounts receivableare typically non-interest bearing and are initially recorded at cost. Accounts are written off when management deems the account to be uncollectible, basedupon historical collection experience, the age of the receivable and other relevant economic factors. A provision for expected credit losses is maintained toreduce our receivables to their carrying amount. As a result, the net carrying value approximates fair value. The activity comprising our provision for expected credit losses is as follows: Year Ended December 31, (In thousands) 2025 2024 2023 Beginning balance, January 1, $ 2,341 $ 2,728 $ 2,595 Additions 1,311 921 984 Deductions (1,095) (1,308) (851) Ending balance, December 31, $ 2,557 $ 2,341 $ 2,728 InventoriesInventories consist primarily of food & beverage and retail items and are stated at the lower of cost or market. Cost is determined using the weighted-averageinventory method. Property and Equipment, netProperty and equipment are initially stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets or, forleasehold improvements, over the shorter of the asset's useful life or term of the lease. The estimated useful lives of our major components of property and equipment are: Building and improvements 2 through 40 yearsRiverboats and barges 5 through 40 yearsFurniture and equipment 1 through 12 years Gains or losses on disposals of assets are recognized as incurred. Costs of major improvements are capitalized, while costs of normal repairs and maintenanceare charged to expense as incurred. For an asset that is held for sale, we recognize the asset at the lower of carrying value or fair market value, less costs of disposal, as estimated based oncomparable asset sales, cost and income approaches. For a long-lived asset to be held and used, we review the asset for impairment whenever events orchanges in circumstances indicate that the carrying amount may not be recoverable. We then compare the estimated undiscounted future cash flows of theasset to the carrying value of the asset. The asset is not impaired if the undiscounted future cash flows exceed its carrying value. If the carrying value exceedsthe undiscounted future cash flows, then an impairment charge is recorded, typically measured using a discounted cash flow model, which is based on theestimated future results of the relevant asset group discounted using our weighted-average cost of capital. In certain circumstances, the sales comparisonapproach, which analyzes recent sales transactions of similar assets, or the cost approach, which is based on the premise that a prudent investor would pay nomore for an asset of similar utility than its replacement or reproduction cost, may be used in place of the discounted cash flow model to derive fair value. Allresulting recognized impairment charges are recorded as impairment of assets within operating costs and expenses. Capitalized InterestInterest costs associated with major construction projects are capitalized as part of the cost of the constructed assets. When no debt is incurred specifically fora project, interest is capitalized on amounts expended for the project using our weighted-average cost of borrowing. Capitalization of interest ceases when theproject (or discernible portions of the project) is substantially complete. If substantially all of the construction activities of a project are suspended,capitalization of interest will cease until such activities are resumed. There was capitalized interest of $3.2 million, $3.1 million and $3.2 million for the yearsended December 31, 2025, 2024 and 2023, respectively. 54
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 Investment in Available for Sale SecuritiesWe have an investment in a single municipal bond issuance of $15.6 million aggregate principal amount of 7.5% Urban Renewal Tax Increment RevenueBonds, Taxable Series 2007 ("City Bonds"). This investment is classified as available-for-sale and is recorded at fair value. The fair value at December 31,2025 and 2024 was $12.3 million and $12.6 million, respectively. At both December 31, 2025 and 2024, $0.8 million is included in prepaid expenses andother current assets and at December 31, 2025 and 2024, $11.5 million and $11.8 million, respectively, is included in other assets, net. Future maturities of the City Bonds, excluding the discount, for the years ending December 31 are summarized as follows: (In thousands) For the year ending December 31, 2026 $ 845 2027 910 2028 975 2029 1,050 2030 1,130 Thereafter 10,655 Total $ 15,565 Intangible AssetsIntangible assets include customer relationships, host agreements, development agreement, developed technology, B2B relationships, B2C relationships,marketing agreement, gaming license rights and trademarks. Amortizing Intangible AssetsCustomer relationships represent the value of repeat business associated with our customer loyalty programs and are being amortized on an acceleratedmethod over their approximate useful life. B2B relationships and B2C relationships represent the value of our customer relationships, including those undercontractual arrangements, associated with our online gaming operations and are being amortized on a straight-line basis over seven to twelve years. Hostagreements represent the value associated with our host establishment relationships and are being amortized on a straight-line basis over 15 years.Development agreement is a contract between two parties establishing an agreement for development of a product or service. This agreement is beingamortized over the respective cash flow period of the related seven-year agreement. Developed technology represents the value associated with our onlinegaming platform and is being amortized on a straight-line basis over 10 years. Marketing agreement is a contract between two parties establishing anagreement for marketing and promotional services and is being amortized on a straight-line basis over the 20-year term of the agreement. For amortizing intangible assets, we review the asset for impairment whenever events or changes in circumstances indicate that the carrying amount may notbe recoverable. We then compare the estimated undiscounted future cash flows of the asset to the carrying value of the asset. The asset is not impaired if theundiscounted future cash flows exceed its carrying value. If the carrying value exceeds the undiscounted future cash flows, then an impairment charge isrecorded, typically measured using a discounted cash flow model, which is based on the estimated future results of the relevant asset group discounted usingour weighted-average cost of capital. Indefinite-Lived Intangible AssetsTrademarks are based on the value of our brands, which reflect the level of service and quality we provide and from which we generate repeat business.Gaming license rights represent the value of the license to conduct gaming in certain jurisdictions, which is subject to highly extensive regulatory oversight,and a limitation on the number of licenses available for issuance therein. These assets, considered indefinite-lived intangible assets, are not subject toamortization, but instead are subject to an annual impairment test, and between annual test dates in certain circumstances. If the fair value of an indefinite-lived intangible asset is less than its carrying amount, an impairment loss is recognized equal to the difference. Gaming license rights are tested forimpairment using a multi-period excess earnings method, which is a specific discounted cash flow model or a qualitative assessment approach, andtrademarks are tested for impairment using the relief-from-royalty method or a qualitative assessment approach. GoodwillGoodwill is an asset representing the future economic benefits arising from other assets in a business combination that are not individually identified andseparately recognized. Goodwill is not subject to amortization, but it is subject to an annual impairment test and in between annual test dates in certaincircumstances. 55
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 We evaluate goodwill for impairment at the reporting until level using a weighted average allocation of both the income and market approach models or aqualitative assessment approach. In the valuation of a reporting unit's goodwill, the income approach focuses on the income-producing capability of thereporting unit. The underlying premise of this approach is that the value of a reporting unit can be measured by the present worth of the net economic benefit(cash receipts less cash outlays) to be received over the life of the reporting unit. The steps followed in applying this approach include estimating the expectedafter-tax cash flows attributable to the reporting unit over its life and converting these after-tax cash flows to present value through "discounting." Thediscounting process uses a rate of return which accounts for both the time value of money and investment risk factors. Finally, the present value of the after-tax cash flows over the life of the reporting unit is totaled to arrive at an indication of the fair value of the reporting unit. The market approach is comprised ofthe guideline company method, which focuses on comparing the subject company to selected reasonably similar, or "guideline", publicly-traded companies.Under this method, valuation multiples are: (i) derived from the operating data of selected guideline companies; (ii) evaluated and adjusted based on thestrengths and weaknesses of the subject company relative to the selected guideline companies; and (iii) applied to the operating data of the subject companyto arrive at an indication of value. In the valuation of a reporting unit, the market approach measures value based on what typical purchasers in the markethave paid for assets which can be considered reasonably similar to those being valued. When the market approach is utilized, data is collected on the pricespaid for reasonably comparable assets. Adjustments are made to the similar assets to compensate for differences between reasonably similar assets and theasset being valued. The application of the market approach results in an estimate of the price reasonably expected to be realized from the sale of the reportingunit. Long-Term Debt, NetLong-term debt, net is reported as the outstanding debt amount net of unamortized cost. Any unamortized debt issuance costs, which include legal and otherdirect costs related to the issuance of our outstanding debt, or discount granted to the initial purchasers or lenders upon issuance of our debt instruments isrecorded as a direct reduction to the face amount of our outstanding debt. The debt issuance costs and discount are accreted to interest expense using theeffective interest method over the contractual term of the underlying debt. In the event that our debt is modified, repurchased or otherwise reduced prior to itsoriginal maturity date, we evaluate whether it is a debt extinguishment or debt modification under authoritative accounting guidance and for a debtextinguishment, we ratably reduce the unamortized debt issuance costs and discount and record a loss on extinguishment of debt. Income TaxesIncome taxes are recorded under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future taxconsequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective taxbases. We reduce the carrying amounts of deferred tax assets by a valuation allowance if, based on the available evidence, it is more likely than not that suchassets will not be realized. Use of the term "more likely than not" indicates the likelihood of occurrence is greater than 50%. Accordingly, the need toestablish valuation allowances for deferred tax assets is continually assessed at a minimum quarterly, and as facts and circumstances change, based on a more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses,forecasts of profitability and taxable income, the duration of statutory carryforward periods, our experience with the utilization of operating loss and tax creditcarryforwards before expiration and tax planning strategies. In making such judgments, significant weight is given to evidence that can be objectivelyverified. In performing our second quarter 2023 valuation allowance analysis, we determined that the positive evidence in favor of releasing a portion of our valuationallowance for certain state jurisdictions, outweighed the negative evidence. We utilized a rolling twelve quarters of pre-tax income adjusted for permanentbook to tax differences as a measure of cumulative results in recent years. We transitioned from a cumulative loss position to a cumulative income positionover the rolling twelve quarters ended June 30, 2023. Other evidence considered in the analysis included, but was not limited to, a trend reflective ofimprovement in recent earnings, forecasts of profitability and taxable income and the reversal of existing temporary differences. The change in theseconditions during the three months ended June 30, 2023 provided positive evidence that supported the release of the valuation allowance against a significantportion of our state deferred tax assets. As such, we concluded that it was more likely than not that the benefit from our deferred tax assets would be realized.As a result, during the second quarter of 2023, we released $35.9 million of valuation allowance on our state income tax net operating loss carryforwards andother deferred tax assets. Other Long-Term Tax LiabilitiesThe Company's income tax returns are subject to examination by the Internal Revenue Service ("IRS") and other tax authorities in the locations where itoperates. The Company assesses potentially unfavorable outcomes of such examinations based on accounting standards for uncertain income taxes, whichprescribe a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. Uncertain tax position accounting standards apply to all tax positions related to income taxes. These accounting standards utilize a two-step approach forevaluating tax positions. Recognition occurs when the Company concludes that a tax position, based on its technical merits, is more likely than not to besustained upon examination. Measurement is only addressed if the position is deemed to be more likely than not to be sustained. The tax benefit is measuredas the largest amount of benefit that is more likely than not to be realized upon settlement. Tax positions failing to qualify for initial recognition are recognized in the first subsequent interim period that they meet the "more likely than not" standard.If it is subsequently determined that a previously recognized tax position no longer meets the "more likely than not" standard, it is required that the taxposition is derecognized. Accounting standards for uncertain tax positions specifically prohibit the use of a valuation allowance as a substitute forderecognition of tax positions. As applicable, the Company will recognize accrued penalties and interest related to unrecognized tax benefits in the provisionfor income taxes. If applicable, accrued interest and penalties are included in other long-term tax liabilities on the consolidated balance sheets. The IRS selected our federal corporate income tax return for the tax year ended December 31, 2021, for examination. The IRS examination began in thesecond quarter of 2024 and was closed in the second quarter of 2025 with no significant adjustments. As of December 31, 2025 and 2024, and for the yearsthen ended, there were no changes to our unrecognized tax benefits to date. Tax CreditsPursuant to provisions under the Inflation Reduction Act of 2022, the Company entered into agreements to purchase $400.9 million of transferable federalenergy tax credits during 2025 at a discount to face value, which resulted in an income tax benefit recorded during the year ended December 31, 2025. 56
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 Self-Insurance ReservesWe are self-insured for various insurance coverages such as property, general liability, employee health and workers' compensation costs with the appropriatelevels of deductibles and retentions. Insurance claims and reserves include accruals of estimated settlements for known claims, as well as accruals ofestimates for claims incurred but not yet reported. In estimating these accruals, we consider historical loss experience and make judgments about the expectedlevels of costs per claim. Management believes the estimates of future liability are reasonable based upon our methodology; however, changes in health carecosts, accident frequency and severity and other factors could materially affect the estimate for these liabilities. Certain of these claims represent obligationsto make future payments; and therefore, we discount such reserves to an amount representing the present value of the claims which will be paid in the futureusing a blended rate, which represents the inherent risk and the average payout duration. Self-insurance reserves are included in accrued liabilities on ourconsolidated balance sheets. The activity comprising our self-insurance reserves is as follows: Year Ended December 31, (In thousands) 2025 2024 2023 Beginning balance, January 1, $ 33,057 $ 33,857 $ 37,492 Additions Charged to costs and expenses 85,218 79,373 68,981 Payments made (84,470) (80,173) (72,616) Ending balance, December 31, $ 33,805 $ 33,057 $ 33,857 Accumulated Other Comprehensive Income (Loss)Comprehensive income includes net income and other comprehensive income (loss). Components of the Company's comprehensive income are reported inthe accompanying consolidated statements of changes in stockholders' equity and consolidated statements of comprehensive income. The accumulated othercomprehensive income (loss) at December 31, 2025, consists of unrealized gains and losses on the investment available for sale resulting from changes in fairvalue and foreign currency translation adjustments. LeasesManagement determines if a contract is or contains a lease at inception or modification of a contract. A contract is or contains a lease if the contract conveysthe right to control the use of an identified asset for a period in exchange for consideration. Control over the use of the identified asset means the lessee hasboth (a) the right to obtain substantially all of the economic benefits from the use of the asset and (b) the right to direct the use of the asset. Operating leaseliabilities are recognized based on the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencementdate. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. For our operatingleases for which the rate implicit in the lease is not readily determinable, we generally use an incremental borrowing rate based on information available at thecommencement date to determine the present value of future lease payments. The incremental borrowing rate is determined based on the weighted averageincremental borrowing rate at the lease commencement or modification date that is commensurate with the rate of interest in a similar economic environmentthat we would have to pay to borrow an amount equal to our future lease payments on a collateralized basis over a similar term, including reasonably certainoptions to extend or terminate. The determination of the incremental borrowing rate could materially impact our lease liabilities. Operating right-of-use("ROU") assets and finance lease assets are recognized based on the amount of the initial measurement of the lease liability. Lease expense is recognized on astraight-line basis over the lease term. Lease and non-lease components are accounted for separately. Revenue RecognitionThe Company’s revenue contracts with customers consist of gaming wagers (including both those made at our gaming entertainment properties and onlineB2C wagers), hotel room sales, food & beverage offerings and other amenity transactions. See Online Market Access Agreements below for further discussionof revenues earned under our market access agreements. The transaction price for a gaming wagering contract is the difference between gaming wins andlosses, not the total amount wagered. Cash discounts, commissions and other cash incentives to customers related to gaming play are recorded as a reductionof gaming revenues. The transaction price for hotel, food & beverage and other contracts is the net amount collected from the customer for such goods andservices. Hotel, food & beverage and other services have been determined to be separate, stand-alone performance obligations and the transaction price forsuch contracts is recorded as revenue as the good or service is transferred to the customer over their stay at the hotel, when the delivery is made for the food& beverage or when the service is provided for other amenity transactions. We have established a player loyalty point program to encourage repeat business from frequent and active slot machine customers and other patrons.Members earn points based on gaming activity and such points can be redeemed for complimentary slot play, food & beverage, hotel rooms and other freegoods and services. Gaming wager contracts involve two performance obligations for those customers earning points under the Company’s player loyalty program and a singleperformance obligation for customers who do not participate in the program. The Company applies a practical expedient by accounting for its gamingcontracts on a portfolio basis as such wagers have similar characteristics and the Company reasonably expects the effects on the financial statements ofapplying the revenue recognition guidance to the portfolio to not differ materially from that which would result if applying the guidance to an individualwagering contract. For purposes of allocating the transaction price in a wagering contract between the wagering performance obligation and the obligationassociated with the loyalty points earned, the Company allocates an amount to the player loyalty contract liability based on the stand-alone selling price of thepoints earned, which is determined by the value of a point that can be redeemed for a hotel room stay, food & beverage or other amenities. Sales and usage-based taxes are excluded from revenues. An amount is allocated to the gaming wager performance obligation using the residual approach as the stand-aloneprice for wagers is highly variable and no set established price exists for such wagers. The allocated revenue for gaming wagers, excluding race and sportswagers, is recognized when the wagers occur as all such wagers settle immediately. The allocated revenue for race and sports wagers is recognized when thespecific event or game occurs. The player loyalty contract liability amount is deferred and recognized as revenue when the customer redeems the points for ahotel room stay, food & beverage or other amenities and such goods or services are delivered to the customer. See Note 6, Accrued Liabilities, for the balanceoutstanding related to the player loyalty program. 57
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 The Company collects advance deposits from hotel customers for future hotel reservations and other future events such as banquets and ticketed events. Theseadvance deposits represent obligations of the Company until the hotel room stay is provided to the customer or the banquet or ticketed event occurs. See Note6, Accrued Liabilities, for the balance outstanding related to advance deposits. The Company's outstanding chip liability represents the amounts owed in exchange for gaming chips held by a customer. Outstanding chips are expected tobe recognized as revenue or redeemed for cash within one year of being purchased. See Note 6, Accrued Liabilities, for the balance related to outstandingchips. The retail value of hotel accommodations, food & beverage, and other services furnished to guests without charge is recorded as departmental revenues.Gaming revenues are net of incentives earned in our player loyalty program and the estimated retail value of complimentary goods and services provided tocustomers (such as complimentary rooms and food & beverage). The estimated retail values related to goods and services provided to customers withoutcharge or upon redemption of points under our player loyalty program, included in departmental revenues, and therefore reducing our gaming revenues, are asfollows: Year Ended December 31, (In thousands) 2025 2024 2023 Food & beverage $ 135,950 $ 128,322 $ 119,202 Rooms 65,395 62,944 62,521 Other 8,983 8,595 8,679 Gaming TaxesWe are subject to taxes based on gross gaming revenues in the jurisdictions in which we operate. These gaming taxes are assessed based on our gamingrevenues and are recorded in the consolidated statements of operations as a gaming expense for gaming entertainment properties and online expense for BoydInteractive operations. Gaming taxes recorded as gaming expense totaled approximately $528.2 million, $515.3 million and $512.0 million for the yearsended December 31, 2025, 2024 and 2023, respectively. Gaming taxes recorded as online expense, excluding taxes paid under online market accessagreements (see Online Market Access Agreements below for further discussion), totaled $24.9 million, $14.4 million and $6.2 million for the years ended December 31, 2025, 2024 and 2023, respectively. Advertising ExpenseDirect advertising costs are expensed the first time such advertising appears. Advertising costs are included in selling, general and administrative expenses onthe consolidated statements of operations and totaled $27.6 million, $26.9 million and $22.4 million for the years ended December 31, 2025, 2024 and 2023,respectively. Corporate ExpenseCorporate expense represents unallocated payroll, professional fees, rent, aircraft costs and various other expenses that are not directly related to ourcasino, hotel and online operations, in addition to the corporate portion of share-based compensation expense. Project Development, Preopening and WritedownsProject development, preopening and writedowns represent: (i) certain costs incurred and recoveries realized related to the activities associated with variousacquisition opportunities, strategic initiatives, dispositions and other business development activities in the ordinary course of business; (ii) certain costs ofstart-up activities that are expensed as incurred in our ongoing efforts to develop gaming activities in new jurisdictions and expenses related to other newbusiness development activities that do not qualify as capital costs; (iii) asset writedowns; and (iv) realized gains arising from asset dispositions. Share-Based CompensationShare-based compensation expense is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense, net ofestimated forfeitures, over the employee's requisite service period. The requisite service period can be impacted by the provisions of the Company’s stockcompensation programs that provide for automatic vesting acceleration upon retirement (including as a result of death or disability) for those long-serviceparticipants achieving defined age and years of service criteria. These acceleration provisions do not apply to stock grants and awards issued within sixmonths of the employee’s retirement. Compensation costs related to stock option awards are calculated based on the fair value of each major option grant onthe date of the grant using the Black-Scholes option pricing model, which requires the following assumptions: expected stock price volatility, risk-free interestrates, expected option lives and dividend yields. We form our assumptions using historical experience and observable market conditions. Currency TranslationThe Company translates the financial statements of its foreign subsidiary that are not denominated in U.S. dollars. Balance sheet accounts are translated at theexchange rate in effect at each balance sheet date. Income statement accounts are translated at the average rate of exchange prevailing during the period. If amaterial income statement event occurs, the transaction would be translated at the exchange rate in effect on the date of occurrence. Translation adjustmentsare recorded in other comprehensive income (loss). Gains or losses from foreign currency transaction remeasurements are recorded as other, net on ourconsolidated statements of operations. 58
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 Net Income per ShareBasic net income per share is computed by dividing net income attributable to Boyd Gaming by the weighted-average number of common shares outstandingduring the period. Diluted earnings per share reflects the additional dilution for all potentially-dilutive securities, such as stock options. Collaborative Arrangements - FanDuelIn 2018, we acquired a five percent equity ownership in FanDuel Group Parent, LLC ("FanDuel"). During the period that we held the five percent equityinterest, we did not have the ability to exercise significant influence over FanDuel's operations and financial policies. Our five percent equity ownership inFanDuel was recorded at cost in accordance with the measurement alternative allowed under Financial Accounting Standards Board ("FASB") AccountingStandards Codification ("ASC") 321, Accounting for Investments of Equity Securities. We evaluated the investment for impairment whenever events orcircumstances indicated that the carrying amount may not be recoverable. We evaluated the recorded value of the investment when any observable pricechanges in orderly transactions for an identical or similar investment required an adjustment of the investment to fair value. From the acquisition of theFanDuel equity interest in 2018 to the sale of such investment in July 2025, as discussed below, the Company had no accumulated impairments oradjustments to fair value related to the investment. On July 10, 2025, Boyd Interactive Gaming Holdings, L.L.C. ("Boyd Interactive Holdings"), a wholly owned subsidiary of Boyd Gaming, entered into adefinitive agreement ("Purchase Agreement") with TSE Holdings Ltd. ("Parent") and FanDuel, pursuant to which Parent agreed to purchase Boyd InteractiveHolding's five percent equity interest (the "Equity Interest") in FanDuel, and Boyd Gaming and FanDuel, or their respective affiliated entities, agreed to enterinto certain commercial arrangements (as discussed below). On July 31, 2025, pursuant to the Purchase Agreement, Boyd Interactive Holdings completed thesale of its Equity Interest to Parent for aggregate cash consideration of $1,758.0 million which reflected the estimated fair value of the Equity Interest. Theresulting gain on sale of the Equity Interest is recorded in other, net on the consolidated statements of operations for the year ended December 31, 2025. In connection with the sale of the Equity Interest, Boyd Gaming and FanDuel or their respective affiliated entities terminated certain of their existingagreements related to their strategic partnership and entered into certain new agreements (collectively, the "FanDuel Market Access Agreements"), pursuant towhich Boyd Gaming or its subsidiaries ("Boyd Entities") agreed to, among other things, (i) provide FanDuel or its subsidiary with certain market accessrights to operate online sports wagering or other online gaming services similar to the prior arrangements with Boyd entities, updated to an annual fixed feeowed to the Boyd Entities instead of variable fees based on net wagering wins and losses and to extend the term of the arrangements to 2038, and(ii) transition any branding and operational support provided by FanDuel at the existing FanDuel branded sportsbooks at Boyd Gaming properties to bebranded and operated entirely by Boyd Entities, but utilizing certain sports betting data feeds provided by FanDuel or its affiliate. Online Market Access AgreementsSubject to state law and regulatory approvals, we offer online sports wagering under market access agreements with online operators and receive a marketaccess fee from such in Illinois, Indiana, Iowa, Kansas, Louisiana, Missouri (beginning December 2025), Ohio (through June 30, 2025) and Pennsylvania aswell as online casinos in Pennsylvania. Under our online market access agreements, including the FanDuel Market Access Agreements, the revenue share wereceive from third-party operators is on actual net wagering wins and losses or a fixed annual fee. The market access fees under these market accessagreements are recorded in online revenue on the consolidated statements of operations. Under certain of our online market access agreements, we are the primary obligor and are responsible for paying gaming taxes and other license paymentsowed as the gaming licensee for the related online gaming activities. We are reimbursed for these taxes and other payments by the third-party operators. Wereport these gaming taxes and other expenses paid as online reimbursements expense and the reimbursements we receive as online reimbursements revenues. Concentration of Credit RiskFinancial instruments that subject us to credit risk consist of cash equivalents and accounts receivable. Our policy is to limit the amount of credit exposure to any one financial institution, and place investments with financial institutions evaluated as beingcreditworthy, or in short-term money market and tax-free bond funds which are exposed to minimal interest rate and credit risk. We have bank deposits thatmay at times exceed federally insured limits. Concentration of credit risk, with respect to gaming receivables, is limited through our credit evaluation process. In jurisdictions that allow credit, we issuemarkers to approved gaming customers only following credit checks and investigations of creditworthiness. Use of EstimatesThe preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management tomake estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of thefinancial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. 59
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 Recently Adopted Accounting PronouncementsAccounting Standards Update ("ASU") 2023-09, Income Taxes, Topic 740, Improvements to Income Tax Disclosures ("Update 2023-09")In December 2023, the FASB issued Update 2023-09 to improve income tax disclosure requirements, primarily related to rate reconciliations and incometaxes paid. Update 2023-09 is effective for financial statements issued for annual periods beginning after December 15, 2024, with early adoption permitted.The Company adopted Update 2023-09 retrospectively in first quarter 2025, and the guidance was applied with the expanded income tax disclosurerequirements included in Note 8, Income Taxes. ASU 2023-07, Segment Reporting, Topic 280, Improvements to Reportable Segment Disclosures ("Update 2023-07")In November 2023, the FASB issued Update 2023-07 to improve reportable segment disclosure requirements, primarily through enhanced disclosures aboutsignificant segment expenses. Update 2023-07 is to be applied retrospectively and is effective for financial statements issued for annual periods beginningafter December 15, 2023, and interim periods beginning after December 15, 2024, with early adoption permitted. The Company adopted Update 2023-07 during first quarter 2024, and the guidance was applied with the expanded significant segment expense disclosure requirements included in Note 14,Segment Information. Recently Issued Accounting PronouncementsASU 2025-11, Interim Reporting (Topic 270) ("Update 2025-11")In December 2025, the FASB issued Update 2025-11 to improve and clarify guidance related to interim reporting. Update 2025-11 is effective for annualreporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. TheCompany is evaluating the impact of the adoption of Update 2025-11 to the consolidated financial statements. ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) ("Update 2025-06")In September 2025, the FASB issued Update 2025-06 to clarify guidance regarding when an entity is required to start capitalizing software costs. Update2025-06 is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods,with early adoption permitted. The Company is evaluating the impact of the adoption of Update 2025-06 to the consolidated financial statements. ASU 2025-05, Financial Instruments - Credit Losses (Topic 326) ("Update 2025-05")In July 2025, the FASB issued Update 2025-05 to clarify guidance related to Topic 326 for current accounts receivable and current contract assets arisingfrom transactions accounted for under Topic 606, Revenue from Contracts with Customers, and allowing for a practical expedient that assumes that currentconditions as of the balance sheet do not change for the remaining life of the asset. Update 2025-05 is effective for annual reporting periods beginning afterDecember 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is evaluating theimpact of the adoption of Update 2025-05 to the consolidated financial statements. ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures, Subtopic 220-40, Disaggregation of IncomeStatement Expenses ("Update 2024-03")In November 2024, the FASB issued Update 2024-03 which expands disclosures about specific expense categories presented on the face of the incomestatement. Update 2024-03 is effective for financial statements issued for annual periods beginning after December 15, 2026, with early adoption permitted.The Company is evaluating the impact of the adoption of Update 2024-03 to the consolidated financial statements. A variety of proposed or otherwise potential accounting standards are currently being studied by standard-setting organizations and certain regulatoryagencies. Because of the tentative and preliminary nature of such proposed standards, we have not yet determined the effect, if any, that the implementation ofsuch proposed standards would have on our consolidated financial statements. NOTE 2. ACQUISITIONResorts Digital Gaming, LLC ("Boyd Digital")On September 1, 2024, Boyd Interactive Gaming, Inc. ("Boyd Interactive Inc."), a wholly owned subsidiary of the Company, completed its acquisition ofBoyd Digital, pursuant to a Membership Interest Purchase Agreement (the "Membership Agreement"), entered into on May 15, 2024, by and among BoydInteractive Inc., DGMB Casino Holding, LLC and DGMB Casino SPE Corp. Boyd Digital is an online casino operator based in New Jersey, operating a dual-brand strategy of Resorts Casino and Mohegan Sun. This acquisition wasanother step forward in building out our online casino business. In addition to acquiring the existing online business under both brands, the acquisitionincluded a 20-year marketing agreement with a 10-year renewal option that provides for marketing and promotional services at Resorts Casino in AtlanticCity, New Jersey. This marketing agreement allows us to provide our online customers in New Jersey access to a gaming entertainment property where theycan redeem points earned under our loyalty program for such amenities as complimentary food & beverage and hotel rooms. The acquired company isaggregated into our Online segment (see Note 14, Segment Information). Consideration TransferredThe fair value of the consideration transferred on the date of the Membership Agreement included the purchase price of the net assets transferred. The totalgross cash consideration was $34.0 million (with $3.7 million of cash and restricted cash acquired, for total cash paid for acquisitions, net of cash received of$30.3 million). 60
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 Purchase Price AllocationThe Company followed the acquisition method of accounting pursuant to FASB ASC Topic 805 guidance. In accordance with ASC 805, we have allocated thepurchase price to the assets acquired and the liabilities assumed based on their fair values as determined by management with the assistance from third-partyspecialists. The excess of the purchase price over the fair value of the assets acquired and liabilities assumed was recorded as goodwill. The following tablepresents the components of the final allocation of the purchase price as of the acquisition date and as reported in our Annual Report on Form 10-K for the yearended December 31, 2024: (In thousands) Final PurchasePrice Allocation Current assets $ 4,303 Other assets 110 Intangible assets 22,800 Total acquired assets 27,213 Current liabilities 3,891 Other liabilities 28 Total liabilities assumed 3,919 Net identifiable assets acquired 23,294 Goodwill 10,700 Net assets acquired $ 33,994 The following table summarizes the values assigned to acquired intangible assets and weighted average useful lives of definite-lived intangible assets: Useful Lives (In thousands) (in years) As Recorded Gaming license right Indefinite $ 15,000 Customer relationships 5 3,300 Marketing agreement 20 4,500 Total intangible assets acquired $ 22,800 The goodwill recognized is the excess of the purchase price over the values assigned to the assets acquired and liabilities assumed. All of the goodwill wasassigned to the Online reportable segment. The Company expensed $0.1 million of acquisition related costs during the year ended December 31, 2024. There were no acquisition related costs for theyears ended December 31, 2025 and 2023. These costs are included in project development, preopening and writedowns on the consolidated statements ofoperations. The revenue and earnings from the acquisition are not material for the period from September 1, 2024 through December 31, 2024. The pro-forma revenueand earnings from the acquisition assuming all impacts as if it had been completed on January 1, 2024, are not material through December 31, 2024. 61
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 NOTE 3. PROPERTY AND EQUIPMENT, NETProperty and equipment, net consists of the following: December 31, (In thousands) 2025 2024 Land $ 356,696 $ 338,469 Buildings and improvements 3,365,328 3,398,700 Furniture and equipment 1,980,090 1,870,124 Riverboats and barges 194,292 211,879 Construction in progress 271,603 148,571 Total property and equipment 6,168,009 5,967,743 Less accumulated depreciation (3,296,625) (3,288,467) Property and equipment, net $ 2,871,384 $ 2,679,276 Construction in progress primarily relates to costs capitalized in conjunction with major improvements that have not yet been placed into service, andaccordingly, such costs are not currently being depreciated. Depreciation expense for the years ended December 31, 2025, 2024 and 2023 was $283.6 million, $259.8 million and $240.0 million, respectively. As a result of our first quarter 2025 impairment review, the Company recorded a long-lived asset impairment charge of $32.3 million for property andequipment related to our Las Vegas Locals segment. In addition, as a result of our third quarter 2025 impairment review, the Company recorded long-livedasset impairment charges of $47.3 million for property and equipment related to our Midwest & South segment and $17.8 million for property and equipmentrelated to our Las Vegas Locals segment. Further, as a result of our fourth quarter 2025 impairment review, the Company recorded a long-lived assetimpairment charge of $25.0 million for property and equipment related to our Midwest & South segment. To determine the value of the long-lived asset andthe resulting impairment, we utilized the income approach which focuses on the income-producing capability of the asset and the sales comparison approachwhich focuses on comparable sales transactions. These noncash impairment charges are recorded in impairment of assets on the consolidated statement ofoperations. There were no impairments of our property and equipment long-lived assets during 2024 and 2023. NOTE 4. INTANGIBLE ASSETSIntangible assets consist of the following: December 31, 2025 Weighted Useful Life Gross Accumulated Effect ofForeign Remaining Carrying Accumulated Impairment Currency Intangible (In thousands) (in years) Value Amortization Losses Exchange Assets, Net Amortizing intangibles Customer relationships 3.7 $ 3,300 $ (880) $ — $ — $ 2,420 Host agreements 7.4 58,000 (29,323) — — 28,677 Development agreement 3.6 21,373 (10,304) — — 11,069 Developed technology 6.4 47,361 (15,351) — (80) 31,930 B2B relationships 4.0 28,000 (12,395) — (6) 15,599 B2C relationships 8.8 13,000 (3,430) — — 9,570 Marketing agreement 18.7 4,500 (300) — — 4,200 175,534 (71,983) — (86) 103,465 Indefinite lived intangible assets Trademarks Indefinite 199,900 — (32,275) — 167,625 Gaming license rights Indefinite 1,491,835 (33,960) (253,974) — 1,203,901 1,691,735 (33,960) (286,249) — 1,371,526 Balances, December 31, 2025 $ 1,867,269 $ (105,943) $ (286,249) $ (86) $ 1,474,991 62
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 December 31, 2024 Weighted Useful Life Gross Accumulated Effect ofForeign Remaining Carrying Accumulated Impairment Currency Intangible (In thousands) (in years) Value Amortization Losses Exchange Assets, Net Amortizing intangibles Customer relationships 2.1 $ 7,225 $ (4,145) $ — $ — $ 3,080 Host agreements 8.4 58,000 (25,456) — — 32,544 Development agreement 4.6 21,373 (7,251) — — 14,122 Developed technology 7.3 43,435 (9,045) — (418) 33,972 B2B relationships 5.0 28,000 (8,481) — (80) 19,439 B2C relationships 9.8 13,000 (2,347) — — 10,653 Marketing agreement 19.7 4,500 (75) — — 4,425 175,533 (56,800) — (498) 118,235 Indefinite lived intangible assets Trademarks Indefinite 199,900 — (32,275) — 167,625 Gaming license rights Indefinite 1,393,081 (33,960) (253,974) — 1,105,147 1,592,981 (33,960) (286,249) — 1,272,772 Balances, December 31, 2024 $ 1,768,514 $ (90,760) $ (286,249) $ (498) $ 1,391,007 Amortizing Intangible AssetsCustomer RelationshipsCustomer relationships represent the value of repeat business associated with our customer loyalty programs. The value of customer relationships isdetermined using a multi-period excess earnings method, which is a specific discounted cash flow model. The value is determined at an amount equal to thepresent value of the incremental after-tax cash flows attributable only to these customers, discounted to present value at a risk-adjusted rate of return. Withrespect to the application of this methodology, we used the following significant projections of future cash flows, assumptions and estimates: revenue of ourrated customers, based on expected level of play; promotional allowances provided to these existing customers; attrition rate related to these customers;operating expenses; general and administrative expenses; trademark expense; discount rate; and the present value of tax benefit. Host AgreementsHost agreements represent the value associated with the host establishment relationships of our distributed gaming operator. The value of host agreements isdetermined using a multi-period excess earnings method, which is a specific discounted cash flow model. The value is determined at an amount equal to thepresent value of the incremental after-tax cash flows attributable only to these establishments, discounted to present value at a risk-adjusted rate of return. Development AgreementDevelopment agreement is an acquired contract with Wilton Rancheria under which the Company developed the Sky River Casino on the Wilton Rancheria'sland. Developed TechnologyDeveloped technology represents the value associated with our online gaming platform. The value is determined using the relief from royalty method, whichpresumes that without ownership of such technology, we would have to make a stream of payments to a technology owner in return for the right to use theirtechnology. By virtue of this asset, we avoid any such payments and record the related intangible value of our ownership of the technology. We used thefollowing significant projections of future cash flows, assumptions and estimates to determine value under the relief from royalty method: revenue fromonline gaming activities; royalty rate; tax expense; obsolescence rate; discount rate; and present value of tax benefit. B2B Relationships and B2C RelationshipsB2B relationships and B2C relationships represent the value of our customer relationships, including those under contractual arrangements, associated withour online gaming operations. The value of B2B and B2C relationships are determined using a multi-period excess earnings method, which is a specificdiscounted cash flow model. The value is determined at an amount equal to the present value of the incremental after-tax cash flows attributable only to thosecustomer relationships, discounted to present value at a risk-adjusted rate of return. With respect to the application of this methodology, we used the followingsignificant projections of cash flows, assumptions and estimates: revenue of those customers, based on expected level of play and the specific contractualarrangement; promotional allowances and attrition rate related to these relationships; operating expenses; general and administrative expenses; contributoryasset charge; discount rate; and the present value of tax benefit. Marketing AgreementMarketing agreement is an acquired contract for which the Company, while utilizing the Resorts World and Mohegan Sun brands, receives marketing andpromotional services at Resorts Casino in Atlantic City, New Jersey. The value is determined at an amount equal to the present value of the projectedmarketing expense after-tax savings that would be expected to be incurred absent such marketing agreement providing such advertising. 63
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 Indefinite Lived Intangible AssetsTrademarksTrademarks are based on the value of our brands, which reflect the level of service and quality we provide and from which we generate repeat business.Trademarks are valued using the relief from royalty method, which presumes that without ownership of such trademark, we would have to make a stream ofpayments to a brand or franchise owner in return for the right to use their name. By virtue of this asset, we avoid any such payments and record the relatedintangible value of our ownership of the trade name. We used the following significant projections of future cash flows, assumptions and estimates todetermine value under the relief from royalty method: revenue from gaming, food & beverage, hotel and other revenue-producing activities; royalty rate; taxexpense; terminal growth rate; discount rate; and the present value of tax benefit. Gaming License RightsGaming license rights represent the value of the license to conduct gaming in certain jurisdictions, which is subject to highly extensive regulatory oversight,and a limitation on the number of licenses available for issuance therein. In the majority of cases, the value of our gaming licenses is determined using amulti-period excess earnings method, which is a specific discounted cash flow model. The value is determined at an amount equal to the present value of theincremental after-tax cash flows attributable only to future gaming revenue, discounted to present value at a risk-adjusted rate of return. With respect to theapplication of this methodology, we used the following significant projections of future cash flows, assumptions and estimates: gaming revenues; gamingoperating expenses; general and administrative expenses; tax expense; terminal value; and discount rate. In three instances, we determine the value of ourgaming licenses by applying a cost approach. Our primary consideration in the application of this methodology is the initial statutory fee associated withacquiring a gaming license in the jurisdiction. Activity for the Years Ended December 31, 2025, 2024 and 2023The following table sets forth the changes in these intangible assets: (In thousands) CustomerRelationships HostAgreements DevelopmentAgreement DevelopedTechnology B2BRelationships B2CRelationships MarketingAgreement Trademarks GamingLicenseRights IntangibleAssets,Net Balance,January 1,2023 $ 980 $ 40,278 $ 20,228 $ 35,898 $ 27,360 $ 12,819 $ — $ 167,625 $1,121,947 $1,427,135 Additions — — — 3,536 — — — — — 3,536 Impairments — — — — — — — — (21,300) (21,300)Amortization (940) (3,867) (3,053) (3,882) (3,914) (1,083) — — — (16,739)Effect offoreigncurrencyexchange — — — 172 40 — — — — 212 Balance,December 31,2023 40 36,411 17,175 35,724 23,486 11,736 — 167,625 1,100,647 1,392,844 Additions 3,300 — — 3,454 — — 4,500 — 15,000 26,254 Impairments — — — — — — — — (10,500) (10,500)Amortization (260) (3,867) (3,053) (4,563) (3,915) (1,083) (75) — — (16,816)Effect offoreigncurrencyexchange — — — (643) (132) — — — — (775) Balance,December 31,2024 3,080 32,544 14,122 33,972 19,439 10,653 4,425 167,625 1,105,147 1,391,007 Additions — — — 3,926 — — — — 98,754 102,680 Amortization (660) (3,867) (3,053) (6,306) (3,914) (1,083) (225) — — (19,108)Effect offoreigncurrencyexchange — — — 338 74 — — — — 412 Balance,December 31,2025 $ 2,420 $ 28,677 $ 11,069 $ 31,930 $ 15,599 $ 9,570 $ 4,200 $ 167,625 $1,203,901 $1,474,991 64
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 Future AmortizationCustomer relationships are being amortized on an accelerated basis over a weighted average original useful life of five years. Host agreements are beingamortized on a straight-line basis over an original life of 15 years. The development agreement is being amortized on a straight-line basis over an original lifeof seven years. Developed technology is being amortized on a straight-line basis over an original life of 10 years. B2B relationships are being amortized on astraight-line basis over an original life of 7 years and 10 years. B2C relationships are being amortized on a straight-line basis over an original life of 12 years.The marketing agreement is being amortized on a straight-line basis over an original life of 20 years. Future amortization is as follows: (In thousands) CustomerRelationships HostAgreements DevelopmentAgreement DevelopedTechnology B2BRelationships B2CRelationships MarketingAgreement Total For the year ending December 31, 2026 $ 660 $ 3,867 $ 3,053 $ 5,430 $ 3,907 $ 1,083 $ 225 $ 18,225 2027 660 3,867 3,053 5,414 3,914 1,083 225 18,216 2028 660 3,867 3,053 5,200 3,914 1,083 225 18,002 2029 440 3,867 1,910 4,500 3,296 1,083 225 15,321 2030 — 3,867 — 3,946 200 1,083 225 9,321 Thereafter — 9,342 — 7,440 368 4,155 3,075 24,380 Total futureamortization $ 2,420 $ 28,677 $ 11,069 $ 31,930 $ 15,599 $ 9,570 $ 4,200 $ 103,465 Trademarks and gaming license rights are not subject to amortization, as we have determined that they have an indefinite useful life; however, these assets aresubject to an annual impairment test each year and between annual test dates in certain circumstances. ImpairmentsThere were no impairment charges recorded during 2025. As a result of our first quarter 2024 impairment review, the Company recorded an impairment charge of $10.5 million for a gaming license right related to ourMidwest & South segment. As a result of our annual 2023 impairment test and our fourth quarter 2023 impairment review, the Company recorded an impairment charge of $21.3 millionfor gaming license rights related to our Midwest & South segment. NOTE 5. GOODWILLGoodwill consists of the following: December 31, 2025 Effect of Gross Accumulated Foreign Carrying Accumulated Impairment Currency Goodwill, (In thousands) Value Amortization Losses Exchange Net Goodwill, net by Segment Las Vegas Locals $ 593,567 $ — $ (188,079) $ — $ 405,488 Downtown Las Vegas 6,997 (6,134) — — 863 Midwest & South 636,269 — (107,470) — 528,799 Online 104,737 — (82,000) 90 22,827 Managed & Other 30,529 — (30,529) — — Balances, December 31, 2025 $ 1,372,099 $ (6,134) $ (408,078) $ 90 $ 957,977 December 31, 2024 Effect of Gross Accumulated Foreign Carrying Accumulated Impairment Currency Goodwill, (In thousands) Value Amortization Losses Exchange Net Goodwill, net by Segment Las Vegas Locals $ 593,567 $ — $ (188,079) $ — $ 405,488 Downtown Las Vegas 6,997 (6,134) — — 863 Midwest & South 636,269 — (107,470) — 528,799 Online 104,737 — (82,000) 2 22,739 Managed & Other 30,529 — (30,529) — — Balances, December 31, 2024 $ 1,372,099 $ (6,134) $ (408,078) $ 2 $ 957,889 65
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 Changes in GoodwillDuring the year ended December 31, 2025, there were no changes in goodwill other than the effect of foreign currency exchange rates. During the year ended December 31, 2024, we recorded $10.7 million of goodwill, in our Online segment related to the acquisition of Boyd Digital. During the year ended December 31, 2023, we recorded goodwill impairment charges of $86.5 million, of which $82.0 million related to our Online segmentand $4.5 million related to Managed & Other, our aggregated other nonreportable operating segments category. The following table sets forth the changes in our goodwill, net, during the years ended December 31, 2025, 2024 and 2023. (In thousands) Goodwill, Net Balance, January 1, 2023 $ 1,033,744 Effect of foreign currency exchange 134 Impairments (86,537) Balance, December 31, 2023 947,341 Additions 10,700 Effect of foreign currency exchange (152) Balance, December 31, 2024 957,889 Effect of foreign currency exchange 88 Balance, December 31, 2025 $ 957,977 NOTE 6. ACCRUED LIABILITIESAccrued liabilities consist of the following: December 31, December 31, (In thousands) 2025 2024 Payroll and related $ 75,822 $ 86,267 Interest 17,092 17,593 Gaming 72,627 73,321 Player loyalty program 20,132 20,896 Advance deposits 17,795 15,426 Outstanding chips 5,443 7,790 Dividends payable 13,767 14,665 Operating leases 111,836 102,855 Other 493,413 108,602 Total accrued liabilities $ 827,927 $ 447,415 Included in Other as of December 31, 2025 is $371.3 million of 2025 renewable energy investment tax credits purchased from third parties. See additionaldiscussion in Note 8, Income Taxes. NOTE 7. LONG-TERM DEBTLong-term debt, net of current maturities and debt issuance costs, consists of the following: December 31, 2025 Interest Unamortized Rates at Origination December 31, Outstanding Fees and Long-Term (In thousands) 2025 Principal Costs Debt, Net Credit facility 5.318% $ 160,700 $ (3,820) $ 156,880 4.750% senior notes due 2027 4.750% 1,000,000 (3,896) 996,104 4.750% senior notes due 2031 4.750% 900,000 (7,415) 892,585 Long-term debt, net $ 2,060,700 $ (15,131) $ 2,045,569 66
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 December 31, 2024 Interest Unamortized Rates at Origination December 31, Outstanding Fees and Long-Term (In thousands) 2024 Principal Costs Debt, Net Credit facility 6.169% $ 1,300,300 $ (9,109) $ 1,291,191 4.750% senior notes due 2027 4.750% 1,000,000 (5,844) 994,156 4.750% senior notes due 2031 4.750% 900,000 (8,763) 891,237 Other 5.208% 6 — 6 Total long-term debt 3,200,306 (23,716) 3,176,590 Less current maturities 44,006 — 44,006 Long-term debt, net $ 3,156,300 $ (23,716) $ 3,132,584 Credit FacilityCredit AgreementOn March 2, 2022 (the "Closing Date"), the Company entered into a credit agreement (the "Credit Agreement") among the Company, certain direct andindirect subsidiaries of the Company as guarantors (the "Guarantors"), Bank of America, N.A., as administrative agent, collateral agent and letter of creditissuer, Wells Fargo Bank, National Association, as swingline lender, and certain other financial institutions party thereto as lenders. The Credit Agreementreplaced the Third Amended and Restated Credit Agreement, dated as of August 14, 2013 (the "Prior Credit Facility"), among the Company, certain direct andindirect subsidiaries of the Company as guarantors, Bank of America, N.A., as administrative agent and letter of credit issuer, Wells Fargo Bank, NationalAssociation, as swingline lender, and certain other financial institutions party thereto as lenders. The Credit Agreement (i) provides for a $1,450.0 million senior secured revolving credit facility (the "Revolving Credit Facility") and (ii) provided for an$880.0 million senior secured term A loan (the "Term A Loan," collectively with the Revolving Credit Facility, the "Credit Facility"). The Revolving CreditFacility matures on March 2, 2027 (or earlier upon the occurrence or non-occurrence of certain events) and the Term A Loan was repaid in full as ofDecember 31, 2025. The Term A Loan was fully funded on the Closing Date and proceeds from the Credit Agreement were used to refinance all outstandingobligations under the Prior Credit Facility, including a senior secured term loan A facility and senior secured term loan B facility (the "Prior Refinancing TermB Loan"), to fund transaction costs in connection with the Credit Agreement, and for general corporate purposes. On January 21, 2026, the Company enteredinto an Amended and Restated Credit Agreement which is further discussed in Note 16, Subsequent Events. Amounts OutstandingThe outstanding principal amounts under the Credit Facility are comprised of the following: December 31, December 31, (In thousands) 2025 2024 Revolving Credit Facility $ 135,000 $ 475,000 Term A Loan — 759,000 Swing Loan 25,700 66,300 Total outstanding principal amounts $ 160,700 $ 1,300,300 During the year ended December 31, 2025, the Company used the $1,758.0 million cash proceeds from the sale of the Equity Interest in FanDuel, asdiscussed in Note 1, Summary of Significant Accounting Policies, to pay down the then outstanding Credit Facility debt, which consisted of $915.0 million onthe Revolving Credit Facility, $726.0 million on the Term A Loan and $39.9 million on the Swing Loan. The full repayment of the outstanding Term A Loanextinguished the Term A Loan under the Credit Facility. With a total revolving credit commitment of $1,450.0 million available under the Credit Facility, $135.0 million and $25.7 million in borrowings outstandingon the Revolving Credit Facility and on the Swing Loan, respectively, and $12.7 million allocated to support various letters of credit, there is a remainingcontractual availability under the Credit Facility of $1,276.6 million at December 31, 2025. 67
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 Interest and FeesThe interest rate on the outstanding balance of the Revolving Credit Facility, and on the Term A Loan prior to its extinguishment upon full repayment in 2025,is based upon, at the Company’s option, either: (i) a rate based on the Secured Overnight Financing Rate ("SOFR") administered by the Federal Reserve Bankof New York, or (ii) the base rate, in each case, plus an applicable margin. Such applicable margin is a percentage per annum determined in accordance with aspecified pricing grid based on the Consolidated Total Net Leverage Ratio and ranges from 1.25% to 2.25% (if using SOFR) and from 0.25% to 1.25% (ifusing the base rate). A fee of a percentage per annum (which ranges from 0.20% to 0.35% and is determined in accordance with a specified pricing grid basedon the Consolidated Total Net Leverage Ratio) will be payable on the unused portions of the Revolving Credit Facility. The rates based on SOFR will bedetermined based upon, at the Company’s option, either: (i) a forward-looking SOFR term rate administered by CME Group Benchmark AdministrationLimited or any successor administrator, and based on interest periods of one, three or six months or such other interest period that is twelve months or lesssubject to the consent of lenders and the administrative agent, or (ii) a daily SOFR rate published by the Federal Reserve Bank of New York, and will includecredit spread adjustments as set forth in the Credit Agreement. The "base rate" under the Credit Agreement is the highest of (x) Bank of America’s publicly-announced prime rate, (y) the federal funds rate published by the Federal Reserve Bank of New York plus 0.50%, or (z) the SOFR rate for a one monthinterest period plus 1.00%. Optional and Mandatory PrepaymentsPursuant to the terms of the Credit Agreement, the Company is required to use a portion of its annual excess cash flow to prepay loans outstanding under theCredit Agreement if the Consolidated Total Net Leverage Ratio (as defined in the Credit Agreement) exceeds certain thresholds set forth in the CreditAgreement. Additionally, prior to its full repayment in 2025, the loans under the Term A Loan amortized in an annual amount equal to 5.00% of the originalprincipal amount thereof, payable on a quarterly basis. Amounts outstanding under the Credit Agreement may be prepaid without premium or penalty, and the unutilized portion of the commitments may beterminated without penalty, subject to certain conditions. Subject to certain exceptions, the Company may be required to repay the amounts outstanding under the Credit Agreement in connection with certain assetsales and issuances of certain additional non-permitted or refinancing indebtedness. Guarantees and CollateralThe Company’s obligations under the Credit Agreement, subject to certain exceptions, are guaranteed by certain of the Company’s subsidiaries and aresecured by the capital stock of certain subsidiaries. In addition, subject to certain exceptions, the Company and each of the guarantors granted theadministrative agent first priority liens and security interests on substantially all of their real and personal property (other than gaming licenses and subject tocertain other exceptions) as additional security for the performance of the secured obligations under the Credit Agreement. The Credit Agreement includes an accordion feature which permits the incurrence of one or more new tranches of revolving credit commitments in anaggregate amount up to the sum of (i) $1,000.0 million, (ii) the amount of certain voluntary prepayments of senior secured indebtedness of the Company, and(iii) the maximum amount of incremental commitments which, after giving effect thereto, would not cause the Consolidated First Lien Net Leverage Ratio (asdefined in the Credit Agreement) to exceed 3.00 to 1.00 on a pro forma basis, in each case, subject to the satisfaction of certain conditions. Financial and Other CovenantsThe Credit Agreement contains certain financial and other covenants, including, without limitation, various covenants (i) requiring the maintenance of aminimum consolidated interest coverage ratio on a quarterly basis of 2.50 to 1.00, (ii) requiring the maintenance of a maximum Consolidated Total NetLeverage Ratio on a quarterly basis, (iii) imposing limitations on the incurrence of indebtedness and liens, (iv) imposing limitations on transfers, sales andother dispositions, and (v) imposing restrictions on investments, dividends and certain other payments. The maximum permitted Consolidated Total Net Leverage Ratio is calculated as Consolidated Net Indebtedness to twelve-month trailing ConsolidatedEBITDA, as defined by the Credit Agreement. The maximum Consolidated Total Net Leverage Ratio must be no higher than 4.50 to 1.00. Current Maturities of Our IndebtednessAs of December 31, 2024, we classified certain non-extending balances under our Credit Facility as a current maturity, as such amounts came due within thenext twelve months. As of December 31, 2025, there are not any amounts that come due under our Credit Facility within the next twelve months. 68
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 Senior Notes4.750% Senior Notes due June 2031On June 8, 2021, we issued $900.0 million aggregate principal amount of 4.750% senior notes due June 2031 ("4.750% Senior Notes due 2031"). The4.750% Senior Notes due 2031 require semi-annual interest payments on March 15 and September 15 of each year. The 4.750% Senior Notes due 2031 willmature on June 15, 2031 and are fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restrictedsubsidiaries, all of which are 100% owned by us. The net proceeds from the 4.750% Senior Notes due 2031 and cash on hand were used to finance theredemption of our outstanding 6.375% senior notes due April 2026 and 6.000% senior notes due August 2026. In conjunction with the issuance of the 4.750% Senior Notes due 2031, we incurred approximately $13.5 million in debt financing costs that have beendeferred and are being amortized over the term of the 4.750% Senior Notes due 2031 using the effective interest method. The 4.750% Senior Notes due 2031 contain covenants that, subject to exceptions and qualifications, among other things, limit the Company’s ability and theability of its Restricted Subsidiaries (as defined in the Indenture governing the 4.750% Senior Notes due 2031, the "4.750% Senior Notes due 2031Indenture") to (i) incur additional indebtedness or liens; (ii) pay dividends or make distributions or repurchase the Company’s capital stock; (iii) make certaininvestments; and (iv) sell or merge with other companies. Upon the occurrence of a change of control (as defined in the 4.750% Senior Notes due 2031Indenture), the Company will be required, unless certain conditions are met, to offer to repurchase the 4.750% Senior Notes due 2031 at a price equal to101% of the principal amount of the 4.750% Senior Notes due 2031, plus any accrued and unpaid interest and Additional Interest (as defined inthe 4.750% Senior Notes due 2031 Indenture), if any, up to, but not including, the date of purchase. If the Company sells assets, it will be required undercertain circumstances to offer to purchase the 4.750% Senior Notes due 2031. At any time prior to June 15, 2026, we may redeem the 4.750% Senior Notes due 2031, in whole or in part, at a redemption price equal to 100% of theprincipal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, up to, but excluding, the applicable redemption date, plus a makewhole premium. 4.750% Senior Notes due December 2027On December 3, 2019, we issued $1.0 billion aggregate principal amount of 4.750% senior notes due December 2027 (" 4.750% Senior Notes due 2027").The 4.750% Senior Notes due 2027 require semi-annual interest payments on June 1 and December 1 of each year. The 4.750% Senior Notes due 2027 willmature on December 1, 2027 and are fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domesticrestricted subsidiaries, all of which are 100% owned by us. The net proceeds from the 4.750% Senior Notes due 2027 were used to finance the redemption ofall of our outstanding 6.875% senior notes due in 2023 and prepay a portion of our Prior Refinancing Term B Loan. In conjunction with the issuance of the 4.750% Senior Notes due 2027, we incurred approximately $15.7 million in debt financing costs that have beendeferred and are being amortized over the term of the 4.750% Senior Notes due 2027 using the effective interest method. The 4.750% Senior Notes due 2027 contain certain restrictive covenants that, subject to exceptions and qualifications, among other things, limit our abilityand the ability of our restricted subsidiaries (as defined in the indenture governing the 4.750% Senior Notes due 2027, the " 4.750% Senior Notes due 2027Indenture") to incur additional indebtedness or liens, pay dividends or make distributions or repurchase our capital stock, make certain investments, and sellor merge with other companies. In addition, upon the occurrence of a change of control (as defined in the 4.750% Senior Notes due 2027 Indenture), we willbe required, unless certain conditions are met, to offer to repurchase the 4.750% Senior Notes due 2027 at a price equal to 101% of the principal amount ofthe 4.750% Senior Notes due 2027, plus accrued and unpaid interest and Additional Interest (as defined in the 4.750% Senior Notes due 2027 Indenture), ifany, to, but not including, the date of purchase. If we sell assets, we will be required under certain circumstances to offer to purchase the 4.750% Senior Notesdue 2027. We may redeem all or a portion of the 4.750% Senior Notes due 2027 at redemption prices equal to 100% of the principal amount, plus accrued and unpaidinterest and Additional Interest. In connection with the private placement of the 4.750% Senior Notes due 2027, we entered into a registration rights agreement with the initial purchasers inwhich we agreed to file a registration statement with the Securities and Exchange Commission (the "SEC") to permit the holders to exchange or resell the4.750% Senior Notes due 2027. We filed the required registration statement and commenced the exchange offer in July 2020. The exchange offer wascompleted on August 20, 2020 and our obligations under the registration agreement have been fulfilled. 69
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 Early Extinguishments and Modifications of DebtDuring the year ended December 31, 2025, the Company incurred $1.4 million in loss on early extinguishments of debt due to the full repayment andextinguishment of the Term A Loan with proceeds from the sale of the Equity Interest in FanDuel. The $1.4 million incurred relates to the write-off ofunamortized deferred finance charges associated with the Term A Loan. There were no charges to loss on early extinguishments and modifications of debtduring the years ended December 31, 2024 and 2023. Covenant ComplianceAs of December 31, 2025, we were in compliance with the financial covenants of our debt instruments. The indentures governing the notes issued by the Company contain provisions that allow for the incurrence of additional indebtedness, if after giving effect tosuch incurrence, the coverage ratio (as defined in the respective indentures, essentially a ratio of the Company's consolidated EBITDA to fixed charges,including interest) for the Company's trailing four quarter period on a pro forma basis would be at least 2.0 to 1.0. Should this provision prohibit theincurrence of additional debt, the Company may still borrow under its existing credit facility. At December 31, 2025, the available borrowing capacity underour Credit Facility was $1,276.6 million. Scheduled Maturities of Long-Term DebtThe scheduled maturities of long-term debt are as follows: (In thousands) Total For the year ending December 31, 2026 $ — 2027 1,160,700 2028 — 2029 — 2030 — Thereafter 900,000 Total outstanding principal of long-term debt $ 2,060,700 NOTE 8. INCOME TAXESDeferred Income Tax Assets and LiabilitiesDeferred income tax assets and liabilities are provided to record the effects of temporary differences between the tax basis of an asset or liability and itsamount as reported in our consolidated balance sheets. These temporary differences result in taxable or deductible amounts in future years. The components comprising our deferred income tax assets and liabilities are as follows: December 31, (In thousands) 2025 2024 Deferred income tax assets State net operating loss carryforwards $ 42,112 $ 41,206 Operating lease liability 140,597 158,301 Share-based compensation 17,789 17,317 Other 91,678 29,770 Gross deferred income tax assets 292,176 246,594 Valuation allowance (13,296) (13,296) Deferred income tax assets, net of valuation allowance 278,880 233,298 Deferred income tax liabilities Difference between book and tax basis of property and intangible assets 416,127 382,854 State tax liability 42,851 32,084 Right-of-use asset 136,951 154,480 Other 6,424 10,796 Gross deferred income tax liabilities 602,353 580,214 Deferred income tax liabilities, net $ 323,473 $ 346,916 70
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 At December 31, 2025, we have state income tax net operating loss carryforwards of approximately $754.0 million, which may be used to reduce future stateincome taxes. The majority of the state net operating loss carryforwards will expire in various years ranging from 2026 to 2046, if not fully utilized, and theremaining may be used indefinitely. Valuation Allowance on Deferred Tax AssetsManagement assesses available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred taxassets. In evaluating our ability to recover deferred tax assets, we consider whether it is more likely than not that some portion or all the deferred tax assetswill not be realized. The ultimate realization of deferred tax assets is dependent upon scheduled reversals of deferred tax liabilities, projected future taxableincome, tax-planning strategies and results of recent operations. We have maintained a valuation allowance against certain federal and state deferred tax assets as of December 31, 2025 due to uncertainties related to ourability to realize the tax benefits associated with these assets. The balance of this valuation allowance was $13.3 million as of December 31, 2025 and 2024.In assessing the need to establish a valuation allowance, we consider, among other matters, the nature, frequency and severity of current and cumulativelosses, forecasts of profitability and taxable income, the duration of statutory carryforward periods, our experience with the utilization of operating loss andtax credit carryforwards before expiration and tax planning strategies. Valuation allowances are evaluated periodically and subject to change in futurereporting periods as a result of changes in the factors noted above. Provision for Income TaxesA summary of the provision for income taxes is as follows: Year Ended December 31, (In thousands) 2025 2024 2023 Income (loss) before income taxes United States $ 2,330,204 $ 753,109 $ 760,638 Foreign (533) (1,106) (7,731) Total income before income taxes 2,329,671 752,003 752,907 Income tax provision Current Federal $ 116,760 $ 110,433 $ 148,726 State 21,664 7,456 14,937 Foreign — — — Total current taxes provision 138,424 117,889 163,663 Deferred Federal 342,545 42,235 20,820 State 9,829 13,987 (49,709) Foreign (29) (60) (1,890) Total deferred taxes provision 352,345 56,162 (30,779) Total income tax provision $ 490,769 $ 174,051 $ 132,884 As discussed in Note 1, Summary of Significant Accounting Policies - Recently Adopted Accounting Pronouncements, in January 2025 we adopted ASU 2023-09 retrospectively. A reconciliation of the U.S. federal statutory income tax rates to our effective tax rates pursuant to the new disclosure requirements ofASU 2023-09 are as follows: Year Ended December 31, 2025 2024 2023 (In thousands, except percentages) Amount Percent Amount Percent Amount Percent Tax at federal statutory rate $ 489,231 21.0% $ 157,921 21.0% $ 158,110 21.0%State income taxes, net of federalbenefit (1) 24,879 1.1% 16,940 2.3% (26,322) (3.5)%Foreign taxes (28) —% (60) —% (1,890) (0.3)%Federal tax credit Renewable energy credits (24,790) (1.1)% — —% — —%Other credits (1,643) (0.1)% (2,027) (0.3)% (2,228) (0.3)% Nontaxable or nondeductible items 3,120 0.2% 1,277 0.1% 5,214 0.7% Effective tax rate $ 490,769 21.1% $ 174,051 23.1% $ 132,884 17.6% (1) For 2025, Illinois, Kansas, and New Jersey represented the majority of the tax effect in this category. For 2024, Louisiana and Missouri represented themajority of the tax effect in this category. For 2023, Indiana represented the majority of the tax effect in this category. 71
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 Our tax provision for the year ended December 31, 2025 was unfavorably impacted by state taxes and certain nondeductible expenses, includingnondeductible compensation and employee benefit expenses, which were partially offset by federal renewable energy and other tax credits, foreign taxes, andthe inclusion of excess tax benefits related to equity compensation as a component of the provision for income taxes. Our tax provision for the year ended December 31, 2024 was unfavorably impacted by state taxes and certain nondeductible expenses, includingnondeductible compensation and employee benefit expenses, which were partially offset by tax credits, foreign taxes, and the inclusion of excess tax benefitsrelated to equity compensation as a component of the provision for income taxes. Our tax provision for the year ended December 31, 2023 was favorably impacted by the release of state valuation allowances, tax credits, foreign taxes andinclusion of excess tax benefits related to equity compensation, as a component of the provision for income taxes and partially offset by state taxes and certainnondeductible expenses, including nondeductible compensation and employee benefit expenses. Cash Paid for Income Taxes, Net of RefundsThe following table provides a detail of the cash taxes paid, net of refunds: Year Ended December 31, (In thousands) 2025 2024 2023 Federal $ 108,321 $ 131,000 $ 146,000 State 23,446 13,512 18,482 Foreign — — — Total cash taxes paid, net of refunds $ 131,767 $ 144,512 $ 164,482 Income taxes paid, net of refunds, exceeded five percent of total income taxes paid, net of refunds, in the following jurisdictions: Year Ended December 31, (In thousands) 2025 2024 2023 State Illinois (1) $ 6,710 $ — $ — (1) Jurisdiction did not meet the disclosure requirements for the years ended December 31, 2024 and 2023 and as such are presented as zero. Status of ExaminationsWe generated net operating losses on our federal income tax returns for years 2011 through 2013 and in 2020. These returns remain subject to federalexamination until the statute of limitations expires for the year in which the net operating losses are utilized. We utilized all our federal net operating losses in2021. The IRS selected our federal corporate income tax return for the tax year ended December 31, 2021, for examination. The IRS examination began in thesecond quarter of 2024 and was closed in the second quarter of 2025 with no significant adjustments. As of December 31, 2025, and for the year then ended,there were no changes to our unrecognized tax benefits to date. As it relates to our material state tax returns, we are subject to examination for tax years ended on or after December 31, 2016. The statute of limitations willexpire over the per iod October 2026 through November 2029. We believe that we have adequately reserved for any tax liability; however, the ultimate resolution of an examination may result in an outcome that isdifferent than our current expectation. We do not believe the ultimate resolution of any examination will have a material impact on our consolidated financialstatements. Other Long-Term Tax LiabilitiesThe impact of an uncertain income tax position taken in our income tax return is recognized at the largest amount that is more-likely-than- not to be sustainedupon audit by the relevant taxing authority. An uncertain income tax position is not recognized if it has less than a 50% likelihood of being sustained. Ifapplicable, our liability for uncertain tax positions is recorded as other long-term tax liabilities in our consolidated balance sheets. As of December 31, 2025 and 2024 and during the years ended December 31, 2025, 2024 and 2023, the Company had no uncertain tax positions. Tax CreditsPursuant to provisions under the Inflation Reduction Act of 2022, the Company entered into agreements to purchase $400.9 million of transferable federalenergy tax credits during 2025 at a discount to face value, which resulted in an income tax benefit recorded during the year ended December 31, 2025. 72
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 NOTE 9. COMMITMENTS AND CONTINGENCIESCommitmentsCapital Spending and DevelopmentWe continually perform on-going refurbishment and maintenance at our facilities to maintain our standards of quality. Certain of these maintenance costs arecapitalized, if such improvement or refurbishment extends the life of the related asset, while other maintenance costs that do not so qualify are expensed asincurred. The commitment of capital and the related timing thereof are contingent upon, among other things, negotiation of final agreements and receipt ofapprovals from the appropriate regulatory bodies. We must also comply with covenants and restrictions set forth in our debt agreements. Kansas Management ContractAs part of Kansas Star's Contract to Serve as Lottery Gaming Facility Manager for the South Central Gaming Zone on behalf of the Kansas Lottery (the"Kansas Management Contract"), approved by the Kansas Racing and Gaming Commission on January 11, 2011, Kansas Star committed todonate $1.5 million each year to support education in the local area in which Kansas Star operates for the duration of the Kansas Management Contract. Wehave made all distributions under this commitment as scheduled and such related expenses are recorded in selling, general and administrative expenses on theconsolidated statements of operations. Mulvane Development AgreementOn March 7, 2011, Kansas Star entered into a Development Agreement with the City of Mulvane ("Mulvane Development Agreement") related to theprovision of water, sewer, and electrical utilities to the Kansas Star site. This agreement sets forth certain parameters governing the use of public financing forthe provision of such utilities, through the issuance of general obligation bonds by the City of Mulvane, paid for through the imposition of a special taxassessment on the Kansas Star site payable over 15 years in an amount equal to the City of Mulvane’s full obligations under the general obligation bonds. All infrastructure improvements to the Kansas Star site under the Mulvane Development Agreement are complete and the City of Mulvaneissued $19.7 million in general obligation bonds related to these infrastructure improvements. At both December 31, 2025 and 2024, under the MulvaneDevelopment Agreement, Kansas Star recorded $1.6 million, which is included in accrued liabilities on the consolidated balance sheets and at December 31,2025 and 2024, $0.8 million, net of a $0.2 million discount, and $2.0 million, net of a $0.5 million discount, respectively, is recorded as a long-termobligation in other liabilities on the consolidated balance sheets. Interest costs are expensed as incurred and the discount will be amortized to interest expenseover the term of the special tax assessment ending in 2028. Kansas Star's special tax assessment related to these bonds is approximately $1.6 millionannually. Payments under the special tax assessment are secured by irrevocable letters of credit of $5.0 million issued by the Company in favor of the City ofMulvane, representing an amount equal to three times the annual special assessment tax imposed on Kansas Star. Minimum Assessment AgreementIn 2007, Diamond Jo Dubuque entered into a Minimum Assessment Agreement with the City of Dubuque (the "City"). Under the Minimum AssessmentAgreement, Diamond Jo Dubuque and the City agreed to a minimum taxable value related to the new casino of $57.9 million. Diamond Jo Dubuque agreed topay property taxes to the City based on the actual taxable value of the casino, but not less than the minimum taxable value. Scheduled payments of principaland interest on the City Bonds will be funded through Diamond Jo Dubuque's payment obligations under the Minimum Assessment Agreement. Diamond JoDubuque is also obligated to pay any shortfall should property taxes be insufficient to fund the principal and interest payments on the City Bonds. 73
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 Interest costs under the Minimum Assessment Agreement obligation are expensed as incurred. As of December 31, 2025 and 2024, the remaining obligationunder the Minimum Assessment Agreement was $1.9 million at each date, which was recorded in accrued liabilities on the consolidated balance sheetsand $9.9 million, net of a $1.3 million discount, and $10.6 million, net of a $1.5 million discount, respectively, which was recorded as a long-term obligationin other liabilities on the consolidated balance sheets. The discount will be amortized to interest expense over the life of the Minimum Assessment Agreement.Total minimum payments by Diamond Jo Dubuque under the Minimum Assessment Agreement are approximately $1.9 million per year through 2036. Public Parking Facility AgreementDiamond Jo Dubuque has an agreement with the City for use of the public parking facility adjacent to Diamond Jo Dubuque's casino and owned and operatedby the City (the "Parking Facility Agreement"). The Parking Facility Agreement calls for: (i) the payment by the Company for the reasonable and necessaryactual operating costs incurred by the City for the operation, security, repair and maintenance of the public parking facility; and (ii) the payment by theCompany to the City of $80 per parking space in the public parking facility per year, subject to annual increases based on any increase in the Consumer PriceIndex, which funds will be deposited into a special sinking fund and used by the City for capital expenditures necessary to maintain the public parkingfacility. Operating costs of the parking facility incurred by Diamond Jo Dubuque are expensed as incurred. Deposits to the sinking fund are recorded as otherassets. When the sinking fund is used for capital improvements, such amounts are capitalized and amortized over their remaining useful life. Iowa Qualified Sponsoring Organization AgreementsDiamond Jo Dubuque and Diamond Jo Worth are required to pay their respective qualified sponsoring organization, who hold a joint gaming license withDiamond Jo Dubuque and Diamond Jo Worth, a certain percentage of the casino’s adjusted gross receipts on an ongoing basis. Diamond Jo Dubuquepays 4.50% on slot and table game revenues and 0.75% on sports wagering revenue. Diamond Jo Worth pays 5.76% on slot and table game revenues and0.75% on sports wagering revenue. Diamond Jo Dubuque expensed $3.5 million during each of the years ended December 31, 2025, 2024 and 2023,respectively, related to its agreement. Diamond Jo Worth expensed $6.5 million, $6.2 million and $6.1 million during the years ended December 31,2025, 2024 and 2023, respectively, related to its agreement. The Diamond Jo Dubuque agreement expires on December 31, 2030. The Diamond Jo Worthagreement expires on March 31, 2035, and is subject to automatic ten-year renewal periods. Development AgreementIn September 2011, the Company acquired the membership interests of a limited liability company (the "LLC") for a purchase price of $24.5 million. Theprimary asset of the LLC was a previously executed development agreement (the "Development Agreement") with Wilton Rancheria. The purchase price wasallocated primarily to an intangible asset associated with the Company's rights under the agreement to assist Wilton Rancheria in the development andmanagement of a gaming facility on Wilton Rancheria's land. In July 2012, the Company and Wilton Rancheria amended and replaced the agreement with a new development agreement and a management agreement (the"Agreements"). The Agreements obligated us to fund certain pre-development costs, which were estimated to be approximately $1 million to $2 millionannually, and to assist Wilton Rancheria in its development and oversight of the gaming facility construction. The Agreements also provide that the Companywill receive future revenue for its services to Wilton Rancheria contingent upon successful development of the gaming facility and based on future revenuesof the gaming facility. On August 15, 2022, the Sky River Casino opened and we began earning a management fee. The pre-development costs financed by us, and the cost of the land and parking lot financed by us, were to be repaid under the terms of a note receivable withWilton Rancheria bearing interest at 12.5% and payment timing and the payment amount were subject to an excess cash flow waterfall payment prioritizationand maintenance of a certain leverage ratio, among other restrictions under Wilton Rancheria's third-party credit agreement that provided funding for the restof the construction project. Given the significant barriers of the project, a majority of advances made during the 10-year period were historically reserved infull when advanced. The Wilton Rancheria amended their third-party credit agreement in March 2023 and such amendment effectively allowed Sky RiverCasino to begin making previously disallowed distributions, under the excess cash flow waterfall. Given the amendment in the first quarter of 2023, theCompany updated its evaluation of its expected losses on the note receivable. As the amendment allowed for quarterly payments to begin and given thesustained operating strength of the recently opened property, the Company concluded it expected to receive all payments due under the note receivable. Assuch, the Company removed the remaining allowance on the note receivable in the first quarter of 2023, which represented a reserve on both the developmentadvances and interest on the note. The allowance reduction is thus allocated accordingly and $20.1 million is recorded in project development, preopeningand writedowns and $14.3 million is recorded in interest income, both reflected in the consolidated statement of operations for the year ended December 31,2023. The Company received $0.2 million in principal payments and $0.2 million in interest due under the note receivable during the year ended December31, 2024, and $113.6 million in principal payments and $12.0 million in interest due under the note receivable during the year ended December 31, 2023. Asof December 31, 2025 and 2024, the principal and interest outstanding on the note receivable was fully repaid. Separately, the management agreement provides for us to manage the gaming facility upon opening for a period of seven years and receive a monthlymanagement fee for our services based on the monthly performance of the gaming facility. The management fee of $98.9 million, $88.4 millionand $76.9 million for our management services for the years ended December 31, 2025, 2024 and 2023, respectively, is paid monthly and recorded inmanagement fee revenue on the consolidated statements of operations. 74
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 On September 27, 2024, the Company entered into an amendment to the management agreement with Wilton Rancheria that became effective October 2,2024, and provides for the Company to serve as manager of the Wilton Rancheria expansion to the Sky River Casino inclusive of 400 additional slots, aparking garage, a 300-room hotel and spa, two additional food and beverage outlets and an entertainment and events center. The Company is not obligated tofund the construction and the management fee remains unchanged. Master Lease AgreementsA Boyd subsidiary, Boyd TCIV, entered into the Master Lease ("Boyd TCIV Master Lease") pursuant to which the landlord agreed to lease to Boyd TCIV thefacilities associated with Ameristar Kansas City, Ameristar St. Charles, Belterra Resort and Ogle Haus, LLC, commencing on October 15, 2018 and ending onApril 30, 2026 as the initial term, with options for renewal. The term of this Boyd TCIV Master Lease may be extended for five separate renewal terms of fiveyears each. The monthly lease payment consists of the following, (i) the building base rent, as defined in the Boyd TCIV Master Lease agreement, plus (ii) theland base rent, as defined in the Boyd TCIV Master Lease agreement, plus (iii) the percentage rent, as defined in the Boyd TCIV Master Lease agreement.Each and every other lease year commencing with the third lease year, the percentage rent will reset based on a calculation defined in the Boyd TCIV MasterLease agreement. On May 6, 2020, PNK (Ohio), LLC, a Boyd subsidiary, that owns the business operations of Belterra Park, entered into a master lease to which the landlordagreed to lease to PNK (Ohio), LLC, the facilities associated with Belterra Park ("PNK (Ohio) Master Lease" and together with the Boyd TCIV Master Lease,the "Master Leases"). The PNK (Ohio) Master Lease has substantially the same terms as the Boyd TCIV Master Lease, as discussed above. During the first quarter 2025, the Company exercised its right to extend the Master Leases for the first renewal term. This first renewal extends the MasterLeases through April 30, 2031. The monthly lease payment during the initial term that consists of: (i) the building base rent, plus (ii) the land base rent, plus(iii) the percentage rent, each as defined in the Master Leases, continues during the first renewal term. The exercise of the first renewal term was previouslyassumed as the reasonably certain lease period at the Master Leases commencement date. Rent expense associated with these Master Leases is recorded in master lease rent expense on the consolidated statements of operations. Norfolk AgreementsOn October 21, 2024, the Company, the Pamunkey Indian Tribe ("Tribe"), the Pamunkey Indian Tribal Gaming Authority ("PITGA"), and its wholly ownedsubsidiary, Golden Eagle Consulting II, LLC ("GEC") entered into agreements, pursuant to which, among other things, the Company would, subject to thepurchase of land to develop and build a commercial casino and hotel development in Norfolk, Virginia ("Norfolk Casino"), (i) receive from PITGA anexclusive option to purchase a percentage of membership interests of GEC, (ii) make advance payments to PITGA and GEC, and (iii) become developer andmanager of the Norfolk Casino. On February 14, 2025, the Norfolk Casino land was purchased, and pursuant to the October 21, 2024, agreements between the Company and the Tribe,PITGA, and GEC, the Company entered into agreements with the Tribe, PITGA and GEC to develop and manage the Norfolk Casino. GEC was previouslyformed to develop and operate the Norfolk Casino and had no assets or operations, other than the exclusive right to a gaming license for a casino developmentin Norfolk, Virginia. The development agreement with PITGA and GEC provides for the Company to fund and manage the development of the NorfolkCasino ("Norfolk Development Agreement"). The management agreement with PITGA and GEC provides for the Company to manage the operations of thedeveloped Norfolk Casino ("Norfolk Management Agreement"), including both the transitional casino and the full casino resort. GEC received a gaminglicense from the Virginia Lottery on October 29, 2025. The transitional casino opened to the public on November 7, 2025 and the full casino resort isexpected to open in late 2027, pending receipt of final regulatory approval. Through the Norfolk Management Agreement, the Company is responsible for funding any operational losses and is entitled to significant economic benefitsfrom the developed casino’s operations. The Company has determined that GEC is a VIE and that the Company has variable interests in GEC through itsexclusive option to purchase a percentage of membership interests of GEC, the Norfolk Development Agreement and the Norfolk Management Agreement.As the Company has the power to direct the activities that most significantly affect the economic performance of GEC, including development andmanagement of the Norfolk Casino, and the right to receive benefits or the obligation to absorb losses that could be potentially significant to GEC, theCompany has determined that it is the primary beneficiary of GEC and that GEC must be consolidated with the Company’s financial results. The Companydoes not have the power to direct the Tribe or PITGA’s activities, nor is it responsible for economic losses or have rights to economic benefits of the Tribe orPITGA. The Company anticipates incurring aggregate expenditures in connection with the Norfolk Casino project of approximately $750.0 million. 75
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 ContingenciesLegal MattersWe are parties to various legal proceedings arising in the ordinary course of business. We believe that all pending claims, if adversely decided, would not havea material adverse effect on our business, financial position or results of operations. NOTE 10. LEASESWe have operating and finance leases primarily for four casino hotel properties, parking ramps, gaming and other equipment. Our leases have remaining leaseterms of one year to 51 years, some of which include options to extend the leases for up to 60 years, and some of which include options to terminate the leaseswithin one year. Certain of our lease agreements, including the Master Leases, include provisions for variable lease payments, which represent lease paymentsthat vary due to changes in facts or circumstances occurring after the commencement date other than the passage of time. Such variable lease payments areexpensed in the period in which the obligation for these payments is incurred. Variable lease expense recognized in the years ended December 31,2025, 2024 and 2023 was $34.5 million, $32.7 million and $34.9 million, respectively. As part of our fourth quarter 2025 impairment test, the Company recorded impairment charges of $6.0 million for operating lease right-of-use assets related toour Midwest & South segment. The components of lease expense were as follows: Year Ended December 31, (In thousands) 2025 2024 Operating lease cost $ 159,353 $ 158,283 Short-term lease cost — — Supplemental cash flow information related to leases was as follows: Year Ended December 31, (In thousands) 2025 2024 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 157,655 $ 156,136 Right-of-use assets obtained in exchange for lease obligations: Operating leases 41,006 31,556 76
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 Supplemental balance sheet information related to leases was as follows: December 31, (In thousands, except lease term and discount rate) 2025 2024 Operating Leases Operating lease right-of-use assets, including favorable lease rates asset $ 646,146 $ 735,618 Current lease liabilities (included in accrued liabilities) $ 111,836 $ 102,855 Operating lease liabilities 554,252 651,751 Total operating lease liabilities $ 666,088 $ 754,606 Weighted Average Remaining Lease Term Operating leases (in years) 14.1 14.6 Weighted Average Discount Rate Operating leases 8.5% 8.3% Maturities of lease liabilities are as follows: (In thousands) Operating Leases For the year ending December 31, 2026 $ 157,129 2027 156,092 2028 116,778 2029 116,132 2030 115,989 Thereafter 512,263 Total lease payments 1,174,383 Less imputed interest (508,295) Less current portion (included in accrued liabilities) (111,836) Long-term portion of operating lease liabilities $ 554,252 Future minimum rental income, which is primarily related to retail and restaurant facilities located within our properties, is as follows: (In thousands) Minimum RentalIncome For the year ending December 31, 2026 $ 1,438 2027 1,360 2028 1,272 2029 1,016 2030 990 Thereafter 1,255 Total $ 7,331 NOTE 11. STOCKHOLDERS' EQUITY AND STOCK INCENTIVE PLANSShare Repurchase ProgramWe have in the past, and may in the future, acquire our equity securities through open market purchases, privately negotiated transactions, tender offers,exchange offers, redemptions or otherwise, upon such terms and at such prices as we may determine from time to time. On October 21, 2021, our Board ofDirectors authorized a share repurchase program of $300.0 million (the "Share Repurchase Program"). In addition, our Board of Directors authorizedincreases to the Share Repurchase Program of $500.0 million on each of June 1, 2022, May 4, 2023, May 9, 2024, December 5, 2024 and July 17, 2025.There were 10.1 million shares, 11.1 million shares and 6.5 million shares repurchased during the years ended December 31, 2025, 2024 and2023, respectively. As of December 31, 2025, $362.1 million remained available under the Share Repurchase Program. We are not obligated to repurchase any shares under this program. Repurchases of common stock may also be made under Rule 10b5-1 plans, which wouldpermit common stock to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. The timing, volume andnature of share repurchases will be at the sole discretion of management, dependent on market conditions, applicable securities laws and other factors, andmay be suspended or discontinued at any time. 77
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 The following table provides information regarding share repurchases during the referenced periods.(1) For the Year Ended December 31, (In thousands, except per share data) 2025 2024 2023 Shares repurchased (2) 10,119 11,086 6,537 Total cost, including brokerage fees (3) $ 778,324 $ 685,850 $ 412,655 Average repurchase price per share (4) $ 76.91 $ 61.87 $ 63.13 (1) Shares repurchased reflect repurchases settled during the twelve months ended December 31, 2025, 2024 and 2023. These amounts exclude repurchases, ifany, traded but not yet settled on or before December 31 of each year. (2) All shares repurchased have been retired and constitute authorized but unissued shares. (3) Costs exclude 1% excise tax on corporate stock buybacks that was enacted under the Inflation Reduction Act of 2022 and became effective January 1,2023. (4) Amounts in the table may not recalculate exactly due to rounding. Average repurchase price per share is calculated based on unrounded numbers andexcludes the 1% excise tax. Subject to applicable corporate securities laws, repurchases under our share repurchase program may be made at such times and in such amounts as we deemappropriate. Repurchases can be discontinued at any time that we feel additional purchases are not warranted. We intend to fund the repurchases under theShare Repurchase Program with existing cash resources, cash flow from operations and availability under our Credit Facility. We are subject to certainlimitations regarding the repurchase of common stock, such as restricted payment limitations under the indentures to our outstanding senior notes and in ourCredit Agreement. DividendsDividends are declared at the discretion of our Board of Directors. We are subject to certain limitations regarding the payment of dividends, such as restrictedpayment limitations contained in our Credit Agreement and the indentures for our outstanding senior notes. The dividends declared by the Board of Directorsunder this program as of December 31, 2025 are: Declaration date Record date Payment date Amount per share February 14, 2023 March 15, 2023 April 15, 2023 $ 0.16 May 4, 2023 June 15, 2023 July 15, 2023 0.16 August 15, 2023 September 15, 2023 October 15, 2023 0.16 December 7, 2023 December 22, 2023 January 15, 2024 0.16 February 28, 2024 March 15, 2024 April 15, 2024 0.17 May 9, 2024 June 15, 2024 July 15, 2024 0.17 August 20, 2024 September 15, 2024 October 15, 2024 0.17 December 5, 2024 December 16, 2024 January 15, 2025 0.17 February 20, 2025 March 17, 2025 April 15, 2025 0.18 May 8, 2025 June 16, 2025 July 15, 2025 0.18 August 12, 2025 September 15, 2025 October 15, 2025 0.18 December 4, 2025 December 15, 2025 January 15, 2026 0.18 Stock Incentive PlanIn April 2020, the Company's stockholders approved the 2020 Stock Incentive Plan (the "2020 Plan"), which amended and restated the Company's 2012Stock Incentive Plan (the "2012 Plan") to (a) provide for a term ending ten years from the date of stockholder approval at the Annual Meeting, (b) statethe number of shares of the Company's common stock authorized for issuance over the term of the 2020 Plan to be 3.3 million shares plus the aggregatenumber of shares remaining available for future awards under the 2012 Plan and the number of shares subject to outstanding awards under the 2012 Plan thatwould have again become available for issuance pursuant to new awards under the 2012 Plan, whether because the outstanding awards under the 2012 Planare forfeited or canceled, expire or are settled in cash, or because the shares covered by such awards under the 2012 Plan are surrendered or withheld inpayment of the award exercise or purchase price in satisfaction of tax withholding obligations, (c) remove the individual award limit and set an annual grantlimit for non-employee directors, and (d) make certain other changes. Under our 2020 Plan, approximately 6.0 million shares remain available for grant atDecember 31, 2025. The number of authorized but unissued shares of common stock under this 2020 Plan as of December 31, 2025 was approximately 8.3million shares. Grants made under the 2020 Plan include provisions that entitle the grantee to automatic vesting acceleration in the event of a grantee’s separation fromservice (including as a result of retirement, death or disability), other than for cause (as defined), after reaching the defined age and years of servicethresholds. These provisions result in the accelerated recognition of the stock compensation expense for those grants issued to employees who have met thestipulated thresholds. Stock OptionsOptions granted under the 2020 Plan generally become exercisable ratably over a three-year period from the date of grant. Options that have been grantedunder the 2012 Plan and will be granted under the 2020 Plan have an exercise price equal to the market price of our common stock on the date of grant andwill expire no later than ten years after the date of grant. The Company did not issue any stock option grants in 2025, 2024 and 2023. 78
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 Summarized stock option plan activity is as follows: Weighted- Weighted- Average Average Remaining Aggregate Options Option Price Term Intrinsic Value (In years) (In thousands) Outstanding at January 1, 2023 108,381 $ 14.58 Granted — — Canceled — — Exercised (32,000) 9.86 Outstanding at December 31, 2023 76,381 16.56 Granted — — Canceled — — Exercised (44,980) 15.60 Outstanding at December 31, 2024 31,401 17.94 Granted — — Canceled — — Exercised (7,477) 18.55 Outstanding at December 31, 2025 23,924 $ 17.75 0.9 $ 1,615 Exercisable at December 31, 2024 31,401 $ 17.94 1.8 $ 1,714 Exercisable at December 31, 2025 23,924 $ 17.75 0.9 $ 1,615 Share-based compensation costs related to stock option awards are calculated based on the fair value of each option grant on the date of the grant using theBlack-Scholes option pricing model. The following table summarizes the information about stock options outstanding and exercisable at December 31, 2025: Options Outstanding Options Exercisable Weighted- Average Remaining Weighted- Weighted- Number Contractual Average Number Average Exercise Price Outstanding Life (Years) Exercise Price Exercisable Exercise Price $17.75 23,924 0.9 $ 17.75 23,924 $ 17.75 The total intrinsic value of in-the-money options exercised during the years ended December 31, 2025, 2024 and 2023 was $0.5 million, $2.1 million, and$1.7 million, respectively. No options vested during the years ended December 31, 2025, 2024 and 2023 and there were no unrecognized share-basedcompensation costs related to unvested stock options as of December 31, 2025. Restricted Stock UnitsOur 2020 Plan provides for the grant of Restricted Stock Units ("RSUs"). A RSU is an award that may be earned in whole, or in part, upon the passage oftime, and that may be settled for cash, shares, other securities or a combination thereof. The RSUs do not contain voting rights and are not entitled todividends. The RSUs are subject to the terms and conditions contained in the applicable award agreement and the 2020 Plan. Share-based compensation costsrelated to RSU awards are calculated based on the market price on the date of the grant. We grant RSUs to certain members of management of the Company, which represents a contingent right to receive one share of our common stock uponvesting. Prior to the first quarter 2025 grant, a RSU generally vested on the third anniversary of its issuance date. Beginning with the first quarter 2025 grant,a RSU generally vests in annual installments of one-third of the original number of units granted with the full award fully vested on the third anniversary ofits issuance date. Share-based compensation expense is amortized to expense over the requisite service period. 79
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 We also annually award RSUs to certain members of our Board of Directors. RSU grants issued in 2020 and prior years are to be paid in shares of commonstock upon the director’s cessation of service to the Company. Commencing with the 2021 grant, the shares are issued to the director when the RSU isgranted. These RSUs are issued for past service; therefore, they are expensed on the date of issuance. Summarized RSU activity is as follows: Weighted- Restricted Average Grant Stock Units Date Fair Value Outstanding at January 1, 2023 918,248 Granted 304,361 $ 65.36 Canceled (14,729) Awarded (311,376) Outstanding at December 31, 2023 896,504 Granted 291,961 $ 63.29 Canceled (11,100) Awarded (324,372) Outstanding at December 31, 2024 852,993 Granted 255,667 $ 78.86 Canceled (19,215) Awarded (175,341) Outstanding at December 31, 2025 914,104 As of December 31, 2025, there was approximately $9.2 million of total unrecognized share-based compensation costs related to unvested RSUs, which isexpected to be recognized over approximately 1.1 years. Performance Stock UnitsOur 2020 Plan provides for the grant of Performance Stock Units ("PSUs"). A PSU is an award which may be earned in whole, or in part, upon the passage oftime, and the attainment of performance criteria, and which may be settled for cash, shares, other securities or a combination thereof. The PSUs do notcontain voting rights and are not entitled to dividends. The PSUs are subject to the terms and conditions contained in the applicable award agreement and our2020 Plan. We annually award PSUs to certain members of management. Each PSU represents a contingent right to receive a share of Boyd Gaming Corporation common stock; however, the actual number of common sharesawarded is dependent upon the occurrence of: (i) a requisite service period; and (ii) an evaluation of specific performance conditions. The performanceconditions are based on Company metrics such as net revenue growth, Adjusted Earnings Before Interest, Taxes, Depreciation, Amortization and Rent undermaster leases ("Adjusted EBITDAR") growth, Adjusted EBITDAR margin growth, return on invested capital and customer metrics, all of which aredetermined over a period of time as defined in the grant agreement. Based upon actual and combined achievement, the number of shares awarded could rangefrom zero, if no conditions are met, a 50% payout if only threshold performance is achieved, a payout of 100% for target performance, or a payout of upto 200% of the original award for achievement of maximum performance. Each condition is weighted and evaluated separately in determining the payout and,based upon management's estimates at the service inception date, the Company is expected to meet the target for each performance condition. Therefore, therelated compensation cost of these PSUs assumes all units granted will be awarded. Share-based compensation costs related to PSU awards are calculatedbased on the market price on the date of the grant. These PSUs will vest three years from the service inception date, during which time achievement of the related performance conditions is periodicallyevaluated, and the number of shares expected to be awarded, and resulting compensation expense, is adjusted accordingly. Performance Shares VestingThe PSU grants awarded in first quarter 2022, third quarter 2021 and fourth quarter 2019 vested during first quarter 2025, 2024 and 2023, respectively.Common shares under the 2022 grant were issued based on the determination by the Compensation Committee of the Board of Directors ("CompensationCommittee") of our actual achievement of Adjusted EBITDAR, Adjusted EBITDAR margin and return on invested capital for the three-year performanceperiod from January 1, 2022 to December 31, 2024. Common shares under the 2021 grant were issued based on the determination by the CompensationCommittee of our actual achievement of Adjusted EBITDAR and return on invested capital for the two-year performance period from July 2021 to June 2023.Common shares under the 2019 grant were issued based on the determination by the Compensation Committee of our actual achievement of net revenuegrowth and Adjusted EBITDAR growth for the three-year performance period from January 1, 2020 to December 31, 2022. As provided under theprovisions of our stock incentive plan, certain of the participants elected to surrender a portion of the shares to be received to pay the withholding and otherpayroll taxes payable on the compensation resulting from the vesting of the PSUs. The PSU grant awarded in February 2022 resulted in a total of 147,970 shares being issued during first quarter 2025, representing approximately 1.22 sharesper PSU. Of the 147,970 shares issued, a total of 55,433 were surrendered by the participants for payroll taxes, resulting in a net issuance of 92,537 sharesdue to the vesting of the 2022 grant. The actual achievement level under the award metrics equaled the estimated performance as of year-end 2024; therefore,the vesting of the PSUs did not impact compensation costs in our 2025 consolidated statement of operations. The PSU grant awarded in July 2021 resulted in a total of 241,277 shares being issued during first quarter 2024, representing approximately 1.94 shares perPSU. Of the 241,277 shares issued, a total of 94,862 were surrendered by the participants for payroll taxes, resulting in a net issuance of 146,415 shares dueto the vesting of the 2021 grant. The actual achievement level under the award metrics approximated the estimated performance as of year-end 2023;therefore, the vesting of the PSUs had minimal impact to compensation costs of $0.8 million in our 2024 consolidated statement of operations. 80
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 The PSU grant awarded in December 2019 resulted in a total of 519,782 shares being issued during first quarter 2023, representing approximately 2.00 sharesper PSU. Of the 519,782 shares issued, a total of 200,904 were surrendered by the participants for payroll taxes, resulting in a net issuance of 318,878 sharesdue to the vesting of the 2019 grant. The actual achievement level under the award metrics equaled the estimated performance as of year-end 2022; therefore,the vesting of the PSUs did not impact compensation costs in our 2023 consolidated statement of operations. Summarized PSU activity is as follows: Weighted- Performance Average Grant Stock Units Date Fair Value Outstanding at January 1, 2023 514,290 Granted 141,644 $ 65.24 Performance Adjustment 259,891 Canceled (1,265) Awarded (519,782) Outstanding at December 31, 2023 394,778 Granted 142,130 $ 63.96 Performance Adjustment 116,905 Canceled (2,322) Awarded (246,982) Outstanding at December 31, 2024 404,509 Granted 143,417 $ 79.42 Performance Adjustment 26,676 Canceled (4,413) Awarded (158,762) Outstanding at December 31, 2025 411,427 As of December 31, 2025, there was approximately $1.9 million of total unrecognized share-based compensation costs related to unvested PSUs, which isexpected to be recognized over approximately 1.7 years. Based on the current estimates of performance compared to the targets set for the respective PSUgrants, the Company estimates that approximately 0.5 million shares will be issued to settle the PSUs outstanding at December 31, 2025. Career SharesOur Career Shares Program is a stock incentive award program for certain executive officers to provide for additional capital accumulation opportunities forretirement. The program incentivizes and rewards executives for their period of service. Our Career Shares Program was adopted in December 2006, andmodified in October 2010, as part of the overall update of our compensation programs. The Career Shares Program rewards eligible executives with annualgrants of Boyd Gaming Corporation stock units, to be paid out at retirement. The payout at retirement is dependent upon the executive's age at suchretirement and the number of years of service with the Company. Executives must be at least 55 years old and have at least 10 years of service to receive anypayout at retirement. Career Shares do not contain voting rights and are not entitled to dividends. Career Shares are subject to the terms and conditionscontained in the applicable award agreement and our 2020 Plan. The Career Share awards are tranched by specific term, in the following periods: 10 years, 15years and 20 years of service. These grants vest over the remaining period of service required to fulfill the requisite years in each of these tranches, andcompensation expense is recorded in accordance with the specific vesting provisions. Share-based compensation costs related to Career Shares awards arecalculated based on the market price on the date of the grant. 81
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 Summarized Career Shares activity is as follows: Weighted- Restricted Average Grant Stock Units Date Fair Value Outstanding at January 1, 2023 931,821 Granted 30,409 $ 54.39 Canceled (3,529) Awarded — Outstanding at December 31, 2023 958,701 Granted 22,829 $ 63.82 Canceled — Awarded (51,249) Outstanding at December 31, 2024 930,281 Granted 20,333 $ 71.83 Canceled (8,014) Awarded (47,336) Outstanding at December 31, 2025 895,264 As of December 31, 2025, there was approximately $1.3 million of total unrecognized share-based compensation costs related to unvested Career Shares,which is expected to be recognized over 3.1 years. Share-Based CompensationWe account for share-based awards exchanged for employee services in accordance with the authoritative accounting guidance for share-based payments.Under the guidance, share-based compensation expense is measured at the grant date, based on the estimated fair value of the award, and is recognized asexpense, net of estimated forfeitures, over the employee's requisite service period. The following table summarizes our share-based compensation costs by award type: For the Year Ended December 31, (In thousands) 2025 2024 2023 Restricted Stock Units $ 18,665 $ 17,197 $ 17,821 Performance Stock Units 12,080 11,049 13,029 Career Shares 1,401 1,420 1,529 Total share-based compensation costs $ 32,146 $ 29,666 $ 32,379 The following table provides classification detail of the total costs related to our share-based employee compensation plans reported in our consolidatedstatements of operations: For the Year Ended December 31, (In thousands) 2025 2024 2023 Gaming $ 1,009 $ 997 $ 1,036 Food & beverage 193 191 198 Room 92 91 94 Selling, general and administrative 5,131 5,071 5,263 Corporate expense 25,721 23,316 25,788 Total share-based compensation expense $ 32,146 $ 29,666 $ 32,379 82
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 NOTE 12. FAIR VALUE MEASUREMENTSWe have adopted the authoritative accounting guidance for fair value measurements, which does not determine or affect the circumstances under which fairvalue measurements are used, but defines fair value, expands disclosure requirements around fair value and specifies a hierarchy of valuation techniquesbased on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independentsources, while unobservable inputs reflect the Company's market assumptions. These inputs create the following fair value hierarchy: Level 1: Quoted prices for identical instruments in active markets. Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; andmodel-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. As required by the guidance for fair value measurements, financial assets and liabilities are classified in their entirety based on the lowest level of input that issignificant to the fair value measurement. Thus, assets and liabilities categorized as Level 3 may be measured at fair value using inputs that are observable(Levels 1 and 2) and unobservable (Level 3). Management's assessment of the significance of a particular input to the fair value measurement requiresjudgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy levels. Balances Measured at Fair ValueThe following tables show the fair values of certain of our financial instruments: December 31, 2025 (In thousands) Balance Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 353,413 $ 353,413 $ — $ — Restricted cash 5,354 5,354 — — Investment available for sale 12,347 — — 12,347 December 31, 2024 (In thousands) Balance Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 316,688 $ 316,688 $ — $ — Restricted cash 4,676 4,676 — — Investment available for sale 12,553 — — 12,553 Cash and Cash Equivalents and Restricted CashThe fair values of our cash and cash equivalents and restricted cash, classified in the fair value hierarchy as Level 1, are based on statements received fromour banks at December 31, 2025 and 2024. 83
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 Investment Available for SaleWe have an investment in a single municipal bond issuance of $15.6 million aggregate principal amount of 7.5% Urban Renewal Tax Increment RevenueBonds, Taxable Series 2007 that is classified as available for sale with a maturity date of June 1, 2037. We are the only holder of this instrument and there isno quoted market price for this instrument. As such, the fair value of this investment is classified as Level 3 in the fair value hierarchy. The estimate of the fairvalue of such investment was determined using a combination of current market rates and estimates of market conditions for instruments with similar terms,maturities, and degrees of risk and a discounted cash flows analysis as of December 31, 2025 and 2024. The fair value of the investment is estimated using adiscounted cash flows approach and the significant unobservable input used in the valuation as of December 31, 2025 and 2024 is a discount rateof 12.6% and 13.0%, respectively. Unrealized gains and losses on this instrument resulting from changes in the fair value of the instrument are not charged toearnings, but rather are recorded as other comprehensive income (loss) in the stockholders' equity section of the consolidated balance sheets and in theconsolidated statements of comprehensive income. At both December 31, 2025 and 2024, $0.8 million of the carrying value of the investment available forsale is included as a current asset in prepaid expenses and other current assets, and at December 31, 2025 and 2024, $11.5 million and $11.8 million,respectively, is included in other assets, net on the consolidated balance sheets. The discount associated with this investment of $1.6 million and $1.8 millionas of December 31, 2025 and 2024, respectively, is netted with the investment balance and is being accreted over the life of the investment using the effectiveinterest method. The accretion of such discount is included in interest income on the consolidated statements of operations. The following table summarizes the changes in fair value of the Company’s Level 3 investment available for sale asset: Year Ended December 31, (In thousands) 2025 2024 Balance at beginning of reporting period $ 12,553 $ 13,327 Total gains (losses) (realized or unrealized): Included in interest income 179 176 Included in other comprehensive income (loss) 400 (220)Purchases, sales, issuances and settlements: Settlements (785) (730) Balance at end of reporting period $ 12,347 $ 12,553 84
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 We are exposed to valuation risk on our Level 3 financial instruments. We estimate our risk exposure using a sensitivity analysis of potential changes in thesignificant unobservable inputs of our fair value measurements. Our Level 3 financial instruments are most susceptible to valuation risk caused by changes inthe discount rate. If the discount rate in our fair value measurements increased or decreased by 100 basis points, the change would not cause the value of ourfair value measurements to change significantly. The fair value of indefinite-lived intangible assets, long-lived assets and operating lease right-of-use-assets, classified in the fair value hierarchy as Level 3, isutilized in performing the Company's impairment analyses (see Note 3, Property and Equipment, Net, Note 4, Intangible Assets and Note 10, Leases). Inaddition, the fair value of the FanDuel Equity Interest, classified in the fair value hierarchy as Level 3, was utilized in allocating the proceeds from the sale ofthe FanDuel Equity Interest (see Note 1, Summary of Significant Accounting Policies - Collaborative Arrangements - FanDuel). Balances Disclosed at Fair ValueThe following tables provide the fair value measurement information about our note receivable and obligation under minimum assessment arrangements. December 31, 2025 Outstanding Face Carrying Estimated Fair Value (In thousands) Amount Value Fair Value Hierarchy Asset Note receivable $ 34,789 $ 34,789 $ 35,641 Level 3 Liabilities Obligation under assessment arrangements 15,737 14,200 17,915 Level 3 December 31, 2024 Outstanding Face Carrying Estimated Fair Value (In thousands) Amount Value Fair Value Hierarchy Liabilities Obligation under assessment arrangements $ 18,014 $ 16,057 $ 20,719 Level 3 The following tables provide the fair value measurement information about our long-term debt: December 31, 2025 Outstanding Face Carrying Estimated Fair Value (In thousands) Amount Value Fair Value Hierarchy Credit facility $ 160,700 $ 156,880 $ 160,700 Level 2 4.750% senior notes due 2027 1,000,000 996,104 996,250 Level 1 4.750% senior notes due 2031 900,000 892,585 877,500 Level 1 Total debt $ 2,060,700 $ 2,045,569 $ 2,034,450 December 31, 2024 Outstanding Face Carrying Estimated Fair Value (In thousands) Amount Value Fair Value Hierarchy Credit facility $ 1,300,300 $ 1,291,191 $ 1,279,428 Level 2 4.750% senior notes due 2027 1,000,000 994,156 968,750 Level 1 4.750% senior notes due 2031 900,000 891,237 832,500 Level 1 Other 6 6 6 Level 3 Total debt $ 3,200,306 $ 3,176,590 $ 3,080,684 85
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 The estimated fair values of our note receivable and obligation under assessment arrangements are based on a discounted cash flow approach after givingconsideration to the changes in market rates of interest, creditworthiness of both parties and credit spreads. The estimated fair value of our Credit Facility isbased on a relative value analysis performed on or about December 31, 2025 and 2024. The estimated fair values of our senior notes are based on quotedmarket prices as of December 31, 2025 and 2024. The other debt is not traded and does not have observable market inputs; therefore, we have estimated fairvalue to be equal to the carrying value for these obligations. There were no transfers between Level 1, Level 2 and Level 3 measurements during the years ended December 31, 2025 and 2024. NOTE 13. EMPLOYEE BENEFIT PLANSWe contribute to multiemployer pension defined benefit plans under terms of collective-bargaining agreements that cover our union-represented employees.Contributions, based on wages paid to covered employees, totaled approximately $1.5 million, $1.4 million and $1.4 million for the years ended December31, 2025, 2024 and 2023, respectively. These aggregate contributions were not individually significant to any of the respective plans. Our share of theunfunded vested liability related to multi-employer plans, if any, is not determinable and our participation is not individually significant on an individualmultiemployer plan basis. We have retirement savings plans under Section 401(k) of the Internal Revenue Code covering our non-union employees. The plans allow employees to deferup to the lesser of the Internal Revenue Code prescribed maximum amount or 100% of their income on a pre-tax basis through contributions to the plans. Theexpense of our voluntary contributions to the 401(k) profit-sharing plans and trusts, net of realized forfeitures, was $5.5 million, $5.3 million and $5.3 millionfor the years ended December 31, 2025, 2024 and 2023, respectively. NOTE 14. SEGMENT INFORMATIONWe have four reportable segments consisting of: (i) Las Vegas Locals; (ii) Downtown Las Vegas; (iii) Midwest & South; and (iv) Online (collectively"Reportable Segments"). The Online segment includes the operating results of Boyd Interactive and online market access fees from our agreements with thirdparties throughout the United States. To reconcile Reportable Segments information to the consolidated information, the Company has aggregatednonreportable operating segments into a Managed & Other category. The Managed & Other category includes management fees earned under ourmanagement contract with Wilton Rancheria for the management of Sky River Casino in northern California and the operating results of Lattner. The table inNote 1, Summary of Significant Accounting Policies, lists the classification of each of our gaming entertainment properties that were aggregated based ontheir similar economic characteristics, types of customers, types of services and products provided, the regulatory environments in which they operate andtheir management and reporting structure. Results of Operations - Total Reportable Segment Revenues and Adjusted EBITDARWe evaluate profitability based on Adjusted EBITDAR, which represents earnings before interest expense, interest income, income taxes, depreciation andamortization, deferred rent, share-based compensation expense, project development, preopening and writedowns expenses, impairments of assets, otheroperating items, net, gain or loss on early extinguishments and modifications of debt, net income (loss) attributable to non-controlling interest, other items,net and master lease rent expense, as applicable. Total Reportable Segment Adjusted EBITDAR is the aggregate sum of the Adjusted EBITDAR for each ofthe gaming entertainment properties included in our Las Vegas Locals, Downtown Las Vegas and Midwest & South segments and Adjusted EBITDAR relatedto the online operations in our Online segment. Results for Downtown Las Vegas include the results of our Hawaii-based travel agency as our Downtown LasVegas properties focus their marketing efforts on gaming customers from Hawaii. EBITDAR is a commonly used measure of performance in our industry that we believe, when considered with measures calculated in accordance withGAAP, facilitates comparisons between us and our competitors and provides our investors a more complete understanding of our operating results before theimpact of investing transactions, financing transactions and income taxes. Management has historically adjusted EBITDAR when evaluating operatingperformance because we believe that the inclusion or exclusion of certain recurring and non-recurring items is necessary to provide a full understanding ofour core operating results and as a means to evaluate period-to-period results. 86
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 The following tables set forth, for the periods indicated, departmental revenues for our Reportable Segments and our Managed & Other category to reconcileto total revenues: Year Ended December 31, 2025 Food & Online Management Gaming Beverage Room Online Reimbursements Fee Other Total (In thousands) Revenue Revenue Revenue Revenue Revenue Revenue Revenue Revenue Revenues Las Vegas Locals $ 654,132 $ 92,901 $ 84,977 $ — $ — $ — $ 57,947 $ 889,957 Downtown Las Vegas 144,003 45,061 27,526 — — — 12,147 228,737 Midwest & South 1,794,435 172,284 78,783 — — — 71,092 2,116,594 Online — — — 132,165 576,158 — — 708,323 Managed & Other 45,580 — — — — 98,869 3,929 148,378 Total Revenues $ 2,638,150 $310,246 $ 191,286 $ 132,165 $ 576,158 $ 98,869 $ 145,115 $ 4,091,989 Year Ended December 31, 2024 (1) Food & Online Management Gaming Beverage Room Online Reimbursements Fee Other Total (In thousands) Revenue Revenue Revenue Revenue Revenue Revenue Revenue Revenue Revenues Las Vegas Locals $ 647,753 $ 89,842 $ 98,365 $ — $ — $ — $ 58,548 $ 894,508 Downtown Las Vegas 145,878 44,775 27,498 — — — 11,940 230,091 Midwest & South 1,747,032 168,905 78,745 — — — 68,733 2,063,415 Online — — — 155,760 450,473 — — 606,233 Managed & Other 43,263 — — — — 88,407 4,277 135,947 Total Revenues $ 2,583,926 $ 303,522 $ 204,608 $ 155,760 $ 450,473 $ 88,407 $ 143,498 $ 3,930,194 Year Ended December 31, 2023 (1) Food & Online Management Gaming Beverage Room Online Reimbursements Fee Other Total (In thousands) Revenue Revenue Revenue Revenue Revenue Revenue Revenue Revenue Revenues Las Vegas Locals $ 684,661 $ 90,182 $ 96,157 $ — $ — $ — $ 57,118 $ 928,118 Downtown Las Vegas 143,899 42,252 24,986 — — — 11,270 222,407 Midwest & South 1,741,068 155,983 77,974 — — — 66,920 2,041,945 Online — — — 94,203 328,008 — — 422,211 Managed & Other 43,660 — — — — 76,921 3,230 123,811 Total Revenues $ 2,613,288 $ 288,417 $ 199,117 $ 94,203 $ 328,008 $ 76,921 $ 138,538 $ 3,738,492 (1) Revenues for the years ended December 31, 2024 and 2023 have been recast to reflect the change made during 2025 to separate online reimbursementsrevenue from online revenue. 87
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 The following table reconciles, for the periods indicated, our Reportable Segments and our Managed & Other category Adjusted EBITDAR to net incomeattributable to Boyd Gaming, as reported in our accompanying consolidated statements of operations: Year Ended December 31, (In thousands) 2025 2024 2023 Adjusted EBITDAR Las Vegas Locals $ 420,507 $ 428,423 $ 470,971 Downtown Las Vegas 80,451 83,325 85,507 Midwest & South 777,655 765,706 781,673 Online 63,146 107,604 62,337 Managed & Other 108,141 96,153 84,478 Corporate expense (96,138) (90,618) (90,175) Adjusted EBITDAR 1,353,762 1,390,593 1,394,791 Other operating costs and expenses Deferred rent 588 648 708 Master lease rent expense 113,769 111,406 108,398 Depreciation and amortization 302,710 276,639 256,780 Share-based compensation expense 32,146 29,666 32,379 Project development, preopening and writedowns 12,360 28,572 (8,935)Impairment of assets 128,395 10,500 107,837 Other operating items, net 15,388 5,385 (4,207) Total other operating costs and expenses 605,356 462,816 492,960 Operating income 748,406 927,777 901,831 Other expense (income) Interest income (4,826) (1,625) (23,886)Interest expense, net of amounts capitalized 157,642 177,409 171,247 Loss on early extinguishments and modifications of debt 1,446 — — Other, net (1,735,527) (10) 1,563 Total other (income) expense, net (1,581,265) 175,774 148,924 Income before income taxes 2,329,671 752,003 752,907 Income tax provision (490,769) (174,051) (132,884) Net income 1,838,902 577,952 620,023 Net loss attributable to noncontrolling interest 4,371 — — Net income attributable to Boyd Gaming $ 1,843,273 $ 577,952 $ 620,023 For purposes of this presentation, corporate expense excludes its portion of share-based compensation expense. Corporate expense represents unallocatedpayroll, professional fees, rent, aircraft expenses and various other expenses not directly related to our casino, hotel and online operations. 88
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 Total Reportable Segment ExpensesThe Company's chief operating decision maker ("CODM") is our President and Chief Executive Officer. To monitor performance, the CODM regularlyreceives and reviews revenue and Adjusted EBITDAR information monthly for each operating segment aggregated by reportable segment, as well asconsolidated expense information. Additionally, the CODM receives estimated and forecasted expense information by operating segment, as well as AdjustedEBITDAR margins and customer play on a segment basis. The CODM uses Adjusted EBITDAR margins to monitor the operating efficiencies of segmentsand customer play trends to monitor the overall health of the player in each segment. The CODM evaluates operating performance and allocates resourcesbased on revenue and Adjusted EBITDAR. In particular, the CODM utilizes Adjusted EBITDAR to evaluate total company performance and individualoperating segment performance. In addition, the CODM utilizes Adjusted EBITDAR in the evaluation of incentive compensation and in the annual budgetprocess. Finally, the CODM uses Adjusted EBITDAR in the evaluation of potential acquisitions. As expense information provided is either at the consolidated Company level or is estimated or forecasted, and the CODM is not able to easily compute anysegment expenses, the Company has aggregated all expenses into a single other segment expense category to reconcile segment revenues to AdjustedEBITDAR, the segment performance measure. The following table reconciles, for the periods indicated, the revenues of our Reportable Segments and ourManaged & Other category to Adjusted EBITDAR. Las Vegas Downtown Midwest & Managed & (In thousands) Locals Las Vegas South Online Other Total Year Ended December 31, 2025 Revenues $ 889,957 $ 228,737 $ 2,116,594 $ 708,323 $ 148,378 $ 4,091,989 Other segment expenses (1) 469,450 148,286 1,338,939 645,177 40,237 2,642,089 Corporate expense — — — — — 96,138 Adjusted EBITDAR $ 420,507 $ 80,451 $ 777,655 $ 63,146 $ 108,141 $ 1,353,762 Year Ended December 31, 2024 Revenues $ 894,508 $ 230,091 $ 2,063,415 $ 606,233 $ 135,947 $ 3,930,194 Other segment expenses (1) 466,085 146,766 1,297,709 498,629 39,794 2,448,983 Corporate expense — — — — — 90,618 Adjusted EBITDAR $ 428,423 $ 83,325 $ 765,706 $ 107,604 $ 96,153 $ 1,390,593 Year Ended December 31, 2023 Revenues $ 928,118 $ 222,407 $ 2,041,945 $ 422,211 $ 123,811 $ 3,738,492 Other segment expenses (1) 457,147 136,900 1,260,272 359,874 39,333 2,253,526 Corporate expense — — — — — 90,175 Adjusted EBITDAR $ 470,971 $ 85,507 $ 781,673 $ 62,337 $ 84,478 $ 1,394,791 (1) Other segment expenses include gaming taxes, payroll and payroll related costs, advertising, property insurance, property taxes, professional fees, utilities,and various other expenses related to our casino, hotel and online operations. Total Reportable Segment AssetsThe Company's assets by Reportable Segment and Managed & Other category consisted of the following amounts: December 31, December 31, (In thousands) 2025 2024 Assets Las Vegas Locals $ 1,681,176 $ 1,623,935 Downtown Las Vegas 288,699 292,765 Midwest & South 3,924,404 3,855,386 Online 159,996 185,567 Managed & Other 111,396 115,839 Corporate 409,019 318,323 Total Assets $ 6,574,690 $ 6,391,815 89
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 Capital ExpendituresThe Company's capital expenditures by Reportable Segment and Managed & Other category consisted of the following: Year Ended December 31, (In thousands) 2025 2024 2023 Capital Expenditures Las Vegas Locals $ 212,982 $ 71,182 $ 82,918 Downtown Las Vegas 12,342 12,040 42,233 Midwest & South 209,610 228,457 200,577 Online 187 42 224 Managed & Other 4,951 5,050 5,001 Corporate 159,422 90,959 55,776 Total Capital Expenditures 599,494 407,730 386,729 Change in Accrued Capital Expenditure Additions (11,279) (7,330) (12,779) Cash-Based Capital Expenditures $ 588,215 $ 400,400 $ 373,950 The Company utilizes the Corporate entities to centralize the development of major renovation and other capital development projects that are included asconstruction in progress. After the project is complete, the corporate entities transfer the projects to the segment subsidiaries. NOTE 15. RELATED PARTY TRANSACTIONSBoyd Percentage OwnershipMarianne Boyd Johnson, our Chairman, together with her immediate family, beneficially owned approximately 30% of our outstanding shares of commonstock as of December 31, 2025. As such, the Boyd family has the ability to significantly influence our affairs, including the election of members of our Boardof Directors and, except as otherwise provided by law, approving or disapproving other matters submitted to a vote of our stockholders, including a merger,consolidation or sale of assets. For each of the years ended December 31, 2025, 2024 and 2023, there were no related party transactions between theCompany and the Boyd family other than compensation, including salary and equity incentives, and Board of Director fees. 90
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Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 NOTE 16. SUBSEQUENT EVENTSWe have evaluated all events or transactions that occurred after December 31, 2025. During this period, up to the filing date, other than the following:(i) a $0.20 per share cash dividend declared by the Board of Directors on February 19, 2026 and payable April 15, 2026 to shareholders of record on March16, 2026; and (ii) entering into a new amended and restated credit agreement as discussed further below, we did not identify any additional subsequent events,the effects of which would require disclosure or adjustment to our financial position or results of operations. On January 21, 2026 (the “New Closing Date”), the Company entered into an Amended and Restated Credit Agreement (the “New Credit Agreement”)among the Company, certain direct and indirect subsidiaries of the Company as guarantors (the “New Guarantors”), Bank of America, N.A., as administrativeagent, collateral agent and letter of credit issuer, Wells Fargo Bank, National Association, as swingline lender, and certain other financial institutions partythereto as lenders. The New Credit Agreement amends and restates the Credit Agreement. The New Credit Agreement provides for (i) a $1,450.0 million senior secured revolving credit facility (the “New Revolving Credit Facility”) and (ii) a$1,200.0 million senior secured term A loan delayed draw facility (the “New Term A Loan Facility”, and the loans thereunder, the “New Term A Loans”). TheNew Revolving Credit Facility and the New Term A Loan Facility mature on the fifth anniversary of the New Closing Date (or earlier upon the occurrence ornon-occurrence of certain events). New Term A Loans are available to be drawn until July 1, 2027 in up to a maximum of four (4) borrowings, provided that,on February 1, 2026, the remaining borrowings available under the New Term A Loan Facility will be reduced by an amount equal to the greater of New TermA Loans previously made and $400.0 million. Proceeds from the New Credit Agreement were used to refinance all outstanding obligations under the CreditAgreement and to fund transaction costs in connection with the New Credit Agreement and may be used for working capital and other general corporatepurposes. The New Credit Agreement includes an accordion feature which permits the incurrence of one or more new tranches of revolving credit commitments or termloans and increases to the New Revolving Credit Facility and New Term A Loan Facility in an aggregate amount up to the sum of (i) the greater of (x)$1,250.0 million and (y) 100% of Consolidated EBITDA (as defined in the New Credit Agreement), (ii) the amount of certain voluntary prepayments ofsenior secured indebtedness of the Company, and (iii) the maximum amount of incremental commitments which, after giving effect thereto, would not causethe Consolidated First Lien Net Leverage Ratio (as defined in the New Credit Agreement) to exceed 3.00 to 1.00 on a pro forma basis, in each case, subject tothe satisfaction of certain conditions. Pursuant to the terms of the New Credit Agreement (i) the loans under the New Term A Loan Facility will amortize in an annual amount equal to 5.00% of theoriginal principal amount thereof, commencing with the first full fiscal quarter ending after the earlier of (x) the date the New Term A Loans have been fullyfunded and (y) July 1, 2027, payable on a quarterly basis, and (ii) beginning with the fiscal year ending December 31, 2026, the Company will be required touse a portion of its annual excess cash flow to prepay loans outstanding under the New Credit Agreement if the Consolidated Total Net Leverage Ratio (asdefined in the New Credit Agreement) exceeds certain thresholds set forth in the New Credit Agreement. The interest rate on the outstanding balance from time to time of the New Revolving Credit Facility and the New Term A Loan Facility is based upon, at theCompany’s option, either: (i) a rate based on the SOFR administered by the Federal Reserve Bank of New York, or (ii) the base rate, in each case, plus anapplicable margin. Such applicable margin is a percentage per annum determined in accordance with a specified pricing grid based on the Consolidated TotalNet Leverage Ratio (as defined in the New Credit Agreement) and ranges from 1.25% to 2.25% (if using SOFR) and from 0.25% to 1.25% (if using the baserate). A fee of a percentage per annum (which ranges from 0.20% to 0.35% determined in accordance with a specified pricing grid based on the ConsolidatedTotal Net Leverage Ratio) will be payable on the unused portions of the New Revolving Credit Facility and the New Term A Loan Facility. The rates based onSOFR will be determined based upon, at the Company’s option, (i) a forward-looking SOFR term rate administered by CME Group BenchmarkAdministration Limited or any successor administrator, and based on interest periods of one, three or six months or such other interest period that is twelvemonths or less subject to the consent of all applicable lenders and the administrative agent, or (ii) a daily SOFR rate published by the Federal Reserve Bank ofNew York. The “base rate” under the New Credit Agreement is the highest of (x) Bank of America’s publicly announced prime rate, (y) the federal funds ratepublished by the Federal Reserve Bank of New York plus 0.50%, or (z) the SOFR rate for a one-month interest period plus 1.00%. Amounts outstanding under the New Credit Agreement may be prepaid without premium or penalty, and the unutilized portion of the commitments may beterminated without penalty, subject to certain conditions. The New Credit Agreement contains certain financial and other covenants, including, without limitation, various covenants (i) requiring the maintenance of aminimum consolidated interest coverage ratio on a quarterly basis, (ii) requiring the maintenance of a maximum Consolidated Total Net Leverage Ratio on aquarterly basis, (iii) imposing limitations on the incurrence of indebtedness and liens, (iv) imposing limitations on transfers, sales and other dispositions and(v) imposing restrictions on investments, dividends and certain other payments. Subject to certain exceptions, the Company may be required to repay theamounts outstanding under the New Credit Agreement in connection with certain asset sales and issuances of certain additional non-permitted or refinancingindebtedness. 91
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Table of Contents ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureThere were no changes in or disagreements with accountants on accounting and financial disclosures during the two years in the period ended December 31,2025. ITEM 9A. Controls and ProceduresEvaluation of Disclosure Controls and ProceduresAs of December 31, 2025, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief FinancialOfficer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under theSecurities Exchange Act of 1934, as amended (the "Exchange Act")). Our disclosure controls and procedures are designed to provide reasonableassurance that information required to be disclosed in our reports that we file or submit under the Exchange Act is recorded, processed, summarized andreported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls andprocedures designed to ensure that information we are required to disclose in reports we file or submit under the Exchange Act is accumulated andcommunicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate,to allow timely decisions regarding required disclosure. Based on the evaluation of the effectiveness of the design and operation of our disclosure controls andprocedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at a reasonableassurance level as of the end of the period covered by this Report. Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we include a report of management's assessment of the design and effectiveness of our internalcontrols over financial reporting as part of this Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Our independent registered publicaccounting firm also reported on the effectiveness of our internal controls over financial reporting. Management's report and the independent registered publicaccounting firm's attestation report are located below. There has been no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected or isreasonably likely to materially affect our internal control over financial reporting. Management's Annual Report on Internal Control over Financial ReportingOur management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f)and 15d-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our Principal Executive Officer andPrincipal Financial Officer, we evaluated the effectiveness of our internal control over financial reporting as of the end of the most recent fiscal year,December 31, 2025, utilizing the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in the InternalControl-Integrated Framework (2013). Based on our evaluation under the framework set forth in Internal Control - Integrated Framework, as discussed above, our management concluded that ourinternal control over financial reporting was effective as of December 31, 2025, the end of our most recent fiscal year. Deloitte & Touche LLP, an independent registered public accounting firm, has issued an attestation report on our internal control over financial reporting as ofDecember 31, 2025, which report follows below. 92
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Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Boyd Gaming Corporation: Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Boyd Gaming Corporation and subsidiaries (the "Company") as of December 31, 2025, basedon criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the TreadwayCommission ("COSO"). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the financialstatements as of and for the year ended December 31, 2025, of the Company and our report dated February 20, 2026, expressed an unqualified opinion onthose financial statements. Basis for Opinion The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness ofinternal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Ourresponsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firmregistered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and theapplicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining anunderstanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. Webelieve that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting andthe preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control overfinancial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflectthe transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention ortimely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliancewith the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP Las Vegas, NevadaFebruary 20, 2026 93
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Table of Contents ITEM 9B. Other InformationNone of the Company's directors or officers adopted, modified or terminated a "Rule 10b5-1 trading agreement" or a "non-Rule 10b5-1 tradingarrangement" during the Company's fiscal quarter ended December 31, 2025, as such terms are defined under Item 408(a) of Regulation S-K. ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent InspectionsNot applicable PART III ITEM 10. Directors, Executive Officers and Corporate GovernanceInformation required by this item regarding the members of our board of directors and our audit committee, including our audit committee financial experts,will be set forth under the captions Board Committees - Audit Committee, Director Nominees, and Section 16(a) Reporting Compliance in our DefinitiveProxy Statement to be filed in connection with our 2026 Annual Meeting of Stockholders and is incorporated herein by reference. The following table sets forth the non-director executive officers of Boyd Gaming Corporation as of February 20, 2026: Name Age Position Josh Hirsberg 64 Chief Financial Officer and Treasurer (Principal Financial Officer)Uri Clinton 53 General Counsel and Corporate SecretaryStephen S. Thompson 66 Chief Administrative OfficerSteven Schutte 56 Executive Vice President of OperationsWard Shaw 56 Executive Vice President of Operations Lori M. Nelson 45 Chief Accounting Officer (Principal Accounting Officer) and Senior Vice President Financial Operations andReporting Josh Hirsberg joined the Company as our Senior Vice President, Chief Financial Officer and Treasurer effective January 1, 2008 and was promoted toExecutive Vice President effective January 13, 2016. Prior to his position with the Company, Mr. Hirsberg served as the Chief Financial Officer for EdgeStarPartners, a Las Vegas-based resort development company. He previously held several senior-level finance positions in the gaming industry, including VicePresident and Treasurer for Caesars Entertainment and Vice President, Strategic Planning and Investor Relations for Harrah's Entertainment. Uri Clinton joined the Company as our General Counsel and Corporate Secretary effective March 2021. In that role he oversees Boyd Gaming’s Legal,Corporate Governance and Regulatory Compliance functions. Immediately prior to joining Boyd Gaming, Mr. Clinton worked for six years with MGMResorts International and one year as a partner with Sorelle Capital. In both of his immediate prior roles, Mr. Clinton provided legal, regulatory, and strategicadvice and counsel as part of the business development teams in the areas of hospitality, lodging and gaming. Mr. Clinton has an extensive background inleading both law departments and property operations, having served as President and Chief Operating Officer of a major East Coast casino, as well asGeneral Counsel for a gaming equipment supplier and international holding company. Stephen S. Thompson was appointed to Chief Administrative Officer on December 14, 2023. Prior to being appointed to this position, Mr. Thompson servedas Executive Vice President, Operations since January 13, 2016. Mr. Thompson has served in numerous senior executive positions with Boyd Gaming sincejoining the Company in 1983, including Senior Vice President, Operations for Boyd Gaming’s Nevada region since 2004. Steven Schutte was appointed the Company's Executive Vice President of Nevada Operations on December 1, 2024, having served previously as Senior VicePresident of Operations since July 14, 2014. In his current role, Mr. Schutte oversees day-to-day operations for all of the Company's Nevada properties, aswell as certain corporate functions. Prior to joining the Company in 2014, he held several senior-level positions in the gaming industry, including Senior VicePresident of Operations for Station Casinos. Ward Shaw was appointed Executive Vice President of Midwest & South Operations on December 1, 2024, having previously served as Senior Vice Presidentof Operations since October 2018. In his current role, Mr. Shaw oversees day-to-day operations for the Company’s properties in the Midwest & Southsegment, as well as certain corporate functions. Prior to joining the company in 2018, he held senior-level positions with several major companies in thegaming industry over the course of his 29-year career, including Pinnacle Entertainment and Harrah's Entertainment. Lori M. Nelson was appointed to Senior Vice President Financial Operations and Reporting on January 1, 2022 and additionally to Chief Accounting Officeron February 14, 2023 after serving in an interim capacity since March 31, 2022. Prior to her being appointed this position, Ms. Nelson served in numerousleadership positions with Boyd Gaming since joining the Company in 2012, including Vice President of Financial Operations. Code of Ethics. We have adopted a Code of Business Conduct and Ethics ("Code of Ethics") that applies to each of our directors, executive officers andemployees. Our Code of Ethics is posted on our website at www.boydgaming.com. Any waivers or amendments to our Code of Ethics will be posted on ourwebsite. 94
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Table of Contents ITEM 11. Executive CompensationThe information required by this item will be set forth under the captions Director Compensation, Compensation Discussion and Analysis, CompensationTables, Compensation Committee Interlocks and Insider Participation, and Compensation Committee Report in our Definitive Proxy Statement to be filed inconnection with our 2026 Annual Meeting of Stockholders and is incorporated herein by reference. ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersThe information required by this item will be set forth under the captions Ownership of Principal Stockholders and Management and Equity CompensationPlan Information in our Definitive Proxy Statement to be filed in connection with our 2026 Annual Meeting of Stockholders and is incorporated herein byreference. ITEM 13. Certain Relationships and Related Transactions, and Director IndependenceThe information required by this item will be set forth under the captions Transactions with Related Persons and Director Independence in our DefinitiveProxy Statement to be filed in connection with our 2026 Annual Meeting of Stockholders and is incorporated herein by reference. ITEM 14. Principal Accounting Fees and ServicesInformation about principal accounting fees and services billed to us by our principal accountant, Deloitte & Touche LLP (PCAOB ID No. 34), as well as theaudit committee's pre-approval policies will appear under the captions Audit and Non-Audit Fees and Audit Committee Pre-Approval of Audit and Non-AuditServices in our Definitive Proxy Statement to be filed in connection with our 2026 Annual Meeting of Stockholders and is incorporated herein by reference. 95
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Table of Contents PART IV ITEM 15. Exhibits, Financial Statement Schedules 1. Financial Statements Financial statements of the Company (including related notes to consolidated financial statements) filed as part of this report are listed below: Page No.Report of Independent Registered Public Accounting Firm 44 Consolidated Balance Sheets at December 31, 2025 and 2024 46 Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023 47 Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023 48 Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2025, 2024 and 2023 49 Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 50 Notes to Consolidated Financial Statements 52 2. Financial Statement Schedules All schedules have been omitted because they are not applicable, not required or the information required to be set forth therein is included inConsolidated Financial Statements or Notes thereto included in this Report. 3. Exhibit List Exhibit Number Description of Exhibit Method of Filing 2.1 Equity Purchase Agreement, entered into on July 10, 2025, byand among FanDuel Group Parent, LLC, a Delaware limitedliability company, TSE Holdings Ltd., and Boyd InteractiveGaming Holdings, L.L.C., a Nevada limited liability company Incorporated by reference to Exhibit 2.1 of the Registrant’s CurrentReport on Form 8-K, filed with the SEC on July 15, 2025. 3.1 Amended and Restated Articles of Incorporation of theRegistrant. Incorporated by reference to Exhibit 3.1 of the Registrant's CurrentReport on Form 8-K, filed with the SEC on May 24, 2006. 3.2 Amended and Restated By-Laws of Boyd Gaming Corporation Incorporated by reference to Exhibit 3.2 of the Registrant's AnnualReport on Form 10-K for the year ended December 31, 2019 filedwith the SEC on February 27, 2020. 4.1 Form of Indenture relating to senior debt securities Incorporated by reference to Exhibit 4.1 of the Registrant'sAutomatic Shelf Registration Statement on Form S-3ASR datedMay 1, 2015. 4.2 Form of Indenture relating to subordinated debt securities Incorporated by reference to Exhibit 4.2 of the Registrant'sAutomatic Shelf Registration Statement on Form S-3ASR datedMay 1, 2015. 96
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Table of Contents Exhibit Number Description of Exhibit Method of Filing 4.3 Indenture governing the Company's 4.750% Senior Notes due2027, dated December 3, 2019, by and among the Company, theguarantors named therein and Wilmington Trust, NationalAssociation, as trustee. Incorporated by reference to Exhibit 4.1 of the Registrant’s CurrentReport on Form 8-K filed December 3, 2019. 4.4 Form of 4.750% Senior Note due 2027. Incorporated by reference to Exhibit 4.2 of the Registrant’s CurrentReport on Form 8-K filed December 3, 2019. 4.5 Description of Registrant's Securities Incorporated by reference to Exhibit 4.19 of the Registrant's AnnualReport on Form 10-K for the year ended December 31, 2019 filedwith the SEC on February 27, 2020. 4.6 Indenture governing the Company's 4.750% Senior Notes due2031, dated June 8, 2021, by and among the Company, theguarantors named therein and Wilmington Trust, NationalAssociation, as trustee. Incorporated by reference to Exhibit 4.1 of the Registrant's CurrentReport on Form 8-K filed June 8, 2021. 4.7 Form of 4.750% Senior Note due 2031. Incorporated by reference to Exhibit 4.2 of the Registrant's CurrentReport on Form 8-K filed June 8, 2021. 4.8 First Supplemental Indenture governing the Company's 4.750%Senior Notes due 2027, dated December 29, 2023, by andamong the Company, the guarantors named therein andWilmington Trust National Association, as trustee. Incorporated by reference to Exhibit 4.8 of the Registrant's AnnualReport on Form 10-K filed with the SEC on February 26, 2024. 4.9 First Supplemental Indenture governing the Company's 4.750%Senior Notes due 2031, dated December 29, 2023, by andamong the Company, the guarantors named therein andWilmington Trust National Association, as trustee. Incorporated by reference to Exhibit 4.9 of the Registrant's AnnualReport on Form 10-K filed with the SEC on February 26, 2024. 4.10 Second Supplemental Indenture governing the Company’s4.750% Senior Notes due 2027, dated March 12, 2025, by andamong the Company, the guarantors named therein andWilmington Trust National Association, as trustee. Incorporated by reference to Exhibit 4.1 of the Registrant'sQuarterly Report on Form 10-Q filed with the SEC on May 2,2025. 4.11 Second Supplemental Indenture governing the Company’s4.750% Senior Notes due 2031, dated March 12, 2025, by andamong the Company, the guarantors named therein andWilmington Trust National Association, as trustee. Incorporated by reference to Exhibit 4.2 of the Registrant'sQuarterly Report on Form 10-Q filed with the SEC on May 2,2025. 97
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Table of Contents Exhibit Number Description of Exhibit Method of Filing 10.1 Form of Indemnification Agreement Incorporated by reference to Exhibit 10.1 of the Registrant’sAnnual Report on Form 10-K for the year ended December 31,2024. 10.2* Annual Incentive Plan Incorporated by reference to Exhibit 10.29 of the Registrant'sAnnual Report on Form 10-K for the year ended December 31,2002. 10.3* Boyd Gaming Corporation Amended and Restated DeferredCompensation Plan Incorporated by reference to Exhibit 10.39 of the Registrant'sQuarterly Report on Form 10-Q for the quarter ended September30, 2004. 10.4* Form of Restricted Stock Unit Agreement and Notice of Awardpursuant to the 2002 Stock Incentive Plan Incorporated by reference to Exhibit 10.1 of the Registrant'sQuarterly Report on Form 10-Q for the quarter ended March 31,2008. 10.5* Boyd Gaming Corporation 2002 Stock Incentive Plan (asamended and restated on May 15, 2008) Incorporated by reference to Appendix A of the Registrant'sDefinitive Proxy Statement filed with the SEC on April 2, 2008. 10.6* Amended and Restated 2002 Stock Incentive Plan Incorporated by reference to Exhibit 10.2 of the Registrant'sCurrent Report on Form 8-K, filed with the SEC on May 24,2006. 10.7* Form of Award Agreement for Restricted Stock Units under 2002Stock Incentive Plan for Non-Employee Directors Incorporated by reference to Exhibit 10.3 of the Registrant'sQuarterly Report on Form 10-Q for the quarter ended June 30,2006. 10.8* Form of Award Agreement for Restricted Stock Units under the2002 Stock Incentive Plan Incorporated by reference to Exhibit 10.3 of the Registrant'sCurrent Report on Form 8-K filed with the SEC on May 24, 2006. 10.9* Form of Career Restricted Stock Unit Award Unit Agreementunder the 2002 Stock Incentive Plan Incorporated by reference to Exhibit 10.1 of the Registrant'sCurrent Report on Form 8-K filed with the SEC on December 13,2006. 10.10* Form of Restricted Stock Unit Agreement and Notice of AwardPursuant to the 2002 Stock Incentive Plan Incorporated by reference to Exhibit 10.1 of the Registrant'sQuarterly Report on Form 10-Q for the quarter ended June 30,2007. 10.11* Form of Performance Share Unit Agreement and Notice of AwardPursuant to the 2002 Stock Incentive Plan Incorporated by reference to Exhibit 10.49 of the Registrant'sAnnual Report on Form 10-K for the year ended December 31,2011. 10.12* Amendment Number 1 to the Amended and Restated DeferredCompensation Plan Incorporated by reference to Exhibit 10.40 of the Registrant'sQuarterly Report on Form 10-Q for the quarter ended September30, 2004. 10.13* Amendment Number 2 to the Amended and Restated DeferredCompensation Plan Incorporated by reference to Exhibit 10.41 of the Registrant'sQuarterly Report on Form 10-Q for the quarter ended September30, 2004. 10.14* Amendment Number 3 to the Amended and Restated DeferredCompensation Plan Incorporated by reference to Exhibit 10.42 of the Registrant'sQuarterly Report on Form 10-Q for the quarter ended September30, 2004. 10.15* Amendment Number 4 to the Amended and Restated DeferredCompensation Plan Incorporated by reference to Exhibit 10.43 of the Registrant'sQuarterly Report on Form 10-Q for the quarter ended September30, 2004. 10.16* Amendment Number 5 to the Amended and Restated DeferredCompensation Plan Incorporated by reference to Exhibit 10.35 of the Registrant'sAnnual Report on Form 10-K for the year ended December 31,2005. 10.17* Amended and Restated 2000 Executive Management IncentivePlan Incorporated by reference to Exhibit 10.1 of the Registrant'sCurrent Report on Form 8-K, filed with the SEC on May 24,2006. 10.18* Change in Control Severance Plan for Tier I, II and III Executives Incorporated by reference to Exhibit 10.46 of the Registrant'sAnnual Report on Form 10-K for the year ended December 31,2006. 98
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Table of Contents Exhibit Number Description of Exhibit Method of Filing 10.19* 2012 Stock Incentive Plan (As amended and restated effectiveMay 17, 2012) (incorporated by reference to Appendix A of theRegistrant's Definitive Proxy Statement filed with the SEC onApril 2, 2012). Incorporated by reference to Appendix A of the Registrant'sDefinitive Proxy Statement filed with the SEC on April 2, 2012. 10.20 Master Lease, dated October 15, 2018, by and between GoldMerger Sub, LLC and Boyd TCIV, LLC. Incorporated by reference to Exhibit 10.1 of the Registrant’sCurrent Report on Form 8-K filed October 18, 2018. 10.21 Master Lease, dated October 15, 2018, by and between Boyd(Ohio) PropCo, LLC and PNK (Ohio), LLC Incorporated by reference to Exhibit 10.2 of the Registrant’sQuarterly Report on Form 10-Q for the quarter ended June 30,2020 filed with the SEC on August 6, 2020. 10.22* 2020 Stock Incentive Plan Incorporated by reference from the Registrant’s Form S-8 filedSeptember 29, 2020. 10.23 Credit Agreement, dated as of March 2, 2022, among theCompany, the Guarantors, Bank of America, N.A., asadministrative agent, collateral agent and letter of credit issuer,Wells Fargo Bank, National Association as swingline lender, andcertain other financial institutions party thereto as lenders Incorporated by reference to Exhibit 10.2 of the Registrant'sQuarterly Report on Form 10-Q, for the quarter ended March 31,2022 filed with the SEC on May 6, 2022. 10.24 Amended and Restated Credit Agreement, dated as of January 21,2026, among the Company, the Guarantors, Bank of America,N.A., as administrative agent, collateral agent and letter of creditissuer, Wells Fargo Bank, National Association as swinglinelender, and certain other financial institutions party thereto aslenders Incorporated by reference to Exhibit 10.1 of the Registrant'sCurrent Report on Form 8-K, filed with the SEC on January 21,2026. 19 Insider Trading Policy Incorporated by reference to Exhibit 10.41 of the Registrant'sAnnual Report on Form 10-K filed with the SEC on February 26,2024. 21.1 Subsidiaries of the Registrant Filed electronically herewith. 22 List of Guarantor Subsidiaries of Boyd Gaming Corporation Filed electronically herewith. 23.1 Consent of Deloitte & Touche LLP. Filed electronically herewith. 24 Power of Attorney (included in Part IV to this Annual Report onForm 10-K) Filed electronically herewith. 31.1 Certification of the Chief Executive Officer of the Registrantpursuant to Exchange Act Rule 13a-14(a) Filed electronically herewith. 31.2 Certification of the Chief Financial Officer of the Registrantpursuant to Exchange Act Rule 13a-14(a) Filed electronically herewith. 32.1 Certification of the Chief Executive Officer of the Registrantpursuant to Exchange Act Rule 13a - 14(b) and 18 U.S.C. § 1350 Furnished electronically herewith. 32.2 Certification of the Chief Financial Officer of the Registrantpursuant to Exchange Act Rule 13a - 14(b) and 18 U.S.C. § 1350 Furnished electronically herewith. 97.1* Compensation Recoupment Policy Incorporated by reference to Exhibit 97.1 of the Registrant'sAnnual Report on Form 10-K filed with the SEC on February 26,2024. 99.1 Governmental Gaming Regulations Filed electronically herewith. 99
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Table of Contents Exhibit Number Description of Exhibit Method of Filing 101 The following materials from Boyd Gaming Corporation's AnnualReport on Form 10-K for the year ended December 31, 2025,formatted in iXBRL (Inline eXtensible Business ReportingLanguage): (i) Consolidated Balance Sheets as of December 31,2025 and December 31, 2024; (ii) Consolidated Statements ofOperations for the years ended December 31, 2025, 2024 and2023; (iii) Consolidated Statements of Comprehensive Income forthe years ended December 31, 2025, 2024 and 2023; (iv)Consolidated Statement of Changes in Stockholders' Equity forthe years ended December 31, 2025, 2024 and 2023; (v)Consolidated Statements of Cash Flows for the years endedDecember 31, 2025, 2024 and 2023; and (vi) Notes toConsolidated Financial Statements. Filed electronically herewith. 104 Cover Page Interactive Data File (formatted as Inline XBRL andcontained in Exhibit 101). Filed electronically herewith. ________________________________* Management contracts or compensatory plans or arrangements. ITEM 16. Form 10-K SummaryNone 100
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Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized, on February 20, 2026. BOYD GAMING CORPORATION By: /s/ Lori M. Nelson Lori M. Nelson Senior Vice President Financial Operations and Reportingand Chief Accounting Officer (Principal Accounting Officer) 101
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Table of Contents POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Keith E. Smith, Josh Hirsbergand Lori M. Nelson, and each of them, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign anyamendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securitiesand Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in fact, or his or her substitute or substitutes, may do or cause to bedone by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and inthe capacities and on the date indicated. Signature Title Date /s/ MARIANNE BOYD JOHNSON Chairman February 20, 2026Marianne Boyd Johnson /s/ KEITH E. SMITH President, Chief Executive Officer and Director February 20, 2026Keith E. Smith (Principal Executive Officer) /s/ JOSH HIRSBERG Chief Financial Officer and Treasurer February 20, 2026Josh Hirsberg (Principal Financial Officer) /s/ WILLIAM R. BOYD Director February 20, 2026William R. Boyd /s/ JOHN R. BAILEY Director February 20, 2026John R. Bailey /s/ MICHAEL A. HARTMEIER Director February 20, 2026Michael A. Hartmeier /s/ CHRISTINE J. SPADAFOR Director February 20, 2026Christine J. Spadafor /s/ A. RANDALL THOMAN Director February 20, 2026A. Randall Thoman /s/ PAUL W. WHETSELL Director February 20, 2026Paul W. Whetsell Senior Vice President Financial Operations and Reporting and /s/ LORI M. NELSON Chief Accounting Officer February 20, 2026Lori M. Nelson (Principal Accounting Officer) 102
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EXHIBIT 21.1 BOYD GAMING CORPORATION Subsidiary Name State or Other Jurisdiction of Incorporation Boyd Gaming Corporation Nevada BGM Co. Inc. Nevada East West Gaming, LLC California Tides 8, LLC California ALST Casino Holdco, LLC Delaware Aliante Gaming, LLC dba Aliante Casino + Hotel + Spa Nevada Blue Chip Casino, LLC dba Blue Chip Casino Hotel Spa Indiana Boyd Acquisition, LLC Delaware Boyd Acquisition I, LLC Delaware Boyd Acquisition II, LLC Delaware Peninsula Gaming, LLC Delaware Belle of Orleans, L.L.C. dba Amelia Belle Casino Louisiana Diamond Jo, LLC dba Diamond Jo Casino Delaware Diamond Jo Worth, LLC dba Diamond Jo Worth Delaware Kansas Star Casino, LLC dba Kansas Star Casino Kansas The Old Evangeline Downs, L.L.C. dba Evangeline Downs Racetrack & Casino Louisiana OED Acquisition, LLC Delaware Boyd Atlantic City, Inc. New Jersey Boyd Central Region, Inc. Nevada Boyd Corporate Campus, LLC Nevada Boyd Development Corporation Nevada Boyd Elk Grove, LLC Nevada Boyd FSE, Inc. Nevada Boyd Interactive Gaming, Inc. Nevada Boyd Interactive Gaming Holdings, L.L.C. Nevada Boyd Interactive Gaming, L.L.C. Nevada IA - IPR Holdings LLC Nevada Boyd Interactive USA, LLC Delaware Boyd Digital Gaming, LLC New Jersey Boyd Louisiana Racing, L.L.C. Louisiana Boyd Racing, L.L.C. dba Delta Downs Racetrack Hotel & Casino Louisiana Red River Entertainment of Shreveport, L.L.C. dba Sam's Town Shreveport Louisiana Treasure Chest Casino, L.L.C. dba Treasure Chest Casino Louisiana Kenner Williams Blvd, LLC Louisiana Boyd Office Building, Inc. Nevada Boyd Pennsylvania, Inc. Pennsylvania Boyd Pennsylvania Partners, LP Pennsylvania Boyd Phoenix Corporation Nevada Pala Interactive Canada, Inc. Ontario, Canada Pala GP ULC Ontario, Canada Boyd Robinsonville, Inc. Mississippi Boyd Shared Services Inc. dba Boyd Linen and Uniform Services Nevada Boyd Social Gaming, LLC Nevada Boyd TCIV, LLC Nevada Ameristar Casino Kansas City, LLC dba Ameristar Casino ٭Hotel Kansas City Missouri Ameristar Casino St. Charles, LLC dba Ameristar Casino ٭Resort ٭Spa St. Charles Missouri Belterra Resort Indiana LLC dba Belterra Casino Resort Nevada Ogle Haus, LLC dba Ogle Haus Inn Indiana PNK (Ohio), LLC dba Belterra Park Ohio PNK (Ohio) II, LLC Ohio PNK (Ohio) III, LLC Ohio Boyd TCV GP, LLC Pennsylvania Boyd Travel, Inc. dba Vacations Hawaii Nevada Boyd Tunica, Inc. dba Sam's Town Hotel and Gambling Hall Tunica Mississippi Boyd Biloxi, LLC dba IP Casino Resort Spa Mississippi California Hotel & Casino dba California Hotel and Casino, Sam's Town Hotel & Gambling Hall Nevada 1100 Boulder Highway, LLC Nevada California Hotel Finance Corporation Nevada Echelon Resorts LLC Nevada
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Eldorado, Inc. dba Jokers Wild Nevada M.S.W., Inc. dba Main Street Station Hotel and Casino Nevada Sam-Will, Inc. dba Fremont Hotel & Casino Nevada Coast Casinos, Inc. Nevada Coast Hotels & Casinos, Inc. dba The Orleans Hotel and Casino, Gold Coast Hotel and Casino, Suncoast Hotel and Casino Nevada Constellation Insurance Company, Inc. Hawaii Lattner Entertainment Group Illinois, LLC Illinois Rock Solid Amusements, LLC Illinois Opelousas Training Center, LLC Louisiana Nevada Palace, LLC dba Eastside Cannery Casino and Hotel Nevada Par-A-Dice Gaming Corporation dba Par-A-Dice Casino Illinois The Cannery Hotel and Casino, LLC dba Cannery Casino Hotel Nevada Valley Forge Convention Center Partners, LLC dba Valley Forge Casino Resort Pennsylvania Valley Forge Colonial, LLC Pennsylvania
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EXHIBIT 22 BOYD GAMING CORPORATION The subsidiaries of Boyd Gaming Corporation (the "Company") listed below are 100% owned and have fully and unconditionally guaranteed the Company’s 4.750% senior notes due December 2027 and 4.750% senior notes due December 2031. Subsidiary Name Aliante Gaming, LLC ALST Casino Holdco, LLC Ameristar Casino Kansas City, LLC Ameristar Casino St. Charles, LLC Belle of Orleans, L.L.C. Belterra Resort Indiana LLC BGM Co. Inc. Blue Chip Casino, LLC Boyd Acquisition, LLC Boyd Acquisition I, LLC Boyd Acquisition II, LLC Boyd Biloxi, LLC Boyd Digital Gaming, LLC Boyd Louisiana Racing, L.L.C. Boyd Racing, L.L.C. Boyd TCIV, LLC Boyd Tunica, Inc. California Hotel & Casino California Hotel Finance Corporation Coast Casinos, Inc. Coast Hotels & Casinos, Inc. Diamond Jo, LLC Diamond Jo Worth, LLC Kansas Star Casino, LLC M.S.W., Inc. Nevada Palace, LLC Ogle Haus, LLC Par-A-Dice Gaming Corporation Peninsula Gaming, LLC PNK (Ohio), LLC PNK (Ohio) II, LLC PNK (Ohio) III, LLC Red River Entertainment of Shreveport, L.L.C. Sam-Will, Inc. The Cannery Hotel and Casino, LLC The Old Evangeline Downs, L.L.C. Treasure Chest Casino, L.L.C. Valley Forge Colonial, LLC Valley Forge Convention Center Partners, LLC
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Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement Nos. 333-90840, 333-119850, 333-129421, 333-153852, 333- 184158, and 333-249123 on Form S-8 of our reports dated February 20, 2026, relating to the financial statements of Boyd Gaming Corporation (the “Company”) and the effectiveness of the Company’s internal control over financial reporting, appearing in this Annual Report on Form 10-K for the year ended December 31, 2025. /s/ Deloitte & Touche LLP Las Vegas, Nevada February 20, 2026
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Exhibit 31.1 BOYD GAMING CORPORATION CERTIFICATION I, Keith E. Smith, certify that: 1. I have reviewed this annual report on Form 10-K of Boyd Gaming Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 20, 2026 By:/s/ Keith E. Smith Keith E. Smith President and Chief Executive Officer
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Exhibit 31.2 BOYD GAMING CORPORATION CERTIFICATION I, Josh Hirsberg, certify that: 1. I have reviewed this annual report on Form 10-K of Boyd Gaming Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 20, 2026 By:/s/ Josh Hirsberg Josh Hirsberg Chief Financial Officer and Treasurer
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Exhibit 32.1 BOYD GAMING CORPORATION CERTIFICATION In connection with the periodic report of Boyd Gaming Corporation (the "Company") on Form 10-K for the period ended December 31, 2025 as filed with the Securities and Exchange Commission (the "Report"), I, Keith E. Smith, President and Chief Executive Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge: (1) the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. This Certification has not been, and shall not be deemed, "filed" with the Securities and Exchange Commission. Date: February 20, 2026 By:/s/ Keith E. Smith Keith E. Smith President and Chief Executive Officer
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Exhibit 32.2 BOYD GAMING CORPORATION CERTIFICATION In connection with the periodic report of Boyd Gaming Corporation (the "Company") on Form 10-K for the period ended December 31, 2025 as filed with the Securities and Exchange Commission (the "Report"), I, Josh Hirsberg, Chief Financial Officer and Treasurer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge: (1) the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. This Certification has not been, and shall not be deemed, "filed" with the Securities and Exchange Commission. Date: February 20, 2026 By:/s/ Josh Hirsberg Josh Hirsberg Chief Financial Officer and Treasurer
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Exhibit 99.1 GOVERNMENTAL GAMING REGULATIONS We are subject to extensive regulation under laws, rules and supervisory procedures primarily in the jurisdictions where our facilities are located or docked. If additional gaming regulations are adopted in a jurisdiction in which we operate, such regulations could impose restrictions or costs that could have a significant adverse effect on us. From time to time, various proposals have been introduced in the legislatures of some of the jurisdictions in which we have existing or planned operations that, if enacted, could adversely affect the tax, regulatory, operational or other aspects of the gaming industry and us. Currently, numerous jurisdictions in which we operate or that are contiguous to jurisdictions in which we operate are considering legislative proposals that would expand gaming whether through increasing the availability of existing gaming products in such jurisdiction or authorizing new types of gaming products previously unavailable to gaming patrons in such jurisdiction, such as sports betting, online sports betting, daily fantasy sports, distributed gaming and new lottery products. The enactment of any such expansion proposals in such jurisdictions could significantly impact the competitive environment in which we operate. We do not know whether or in what form any such legislation will be enacted. The federal government has also previously considered a federal tax on casino revenues, the elimination of betting on amateur sporting events, and restrictions on sports wagering advertising and may consider such a tax or eliminations on betting in the future. In addition, gaming companies are currently subject to significant state and local taxes and fees in addition to normal federal and state corporate income taxes, and such taxes and fees are subject to increase at any time. Any material increase in these taxes or fees could adversely affect us. Some jurisdictions, including Nevada, Illinois, Indiana, Louisiana, Mississippi, Missouri, Iowa, Kansas, Ohio, Pennsylvania, and Virginia empower their regulators to investigate participation by licensees in gaming outside their jurisdiction and require access to periodic reports respecting those gaming activities. Violations of laws or disciplinary action in one jurisdiction could result in investigative activity and disciplinary actions in other jurisdictions. Under provisions of gaming laws in jurisdictions in which we have operations, and under our organizational documents, certain of our securities are subject to restrictions on ownership which may be imposed by specified governmental authorities. The restrictions may require a holder of our securities to dispose of the securities or, if the holder refuses, or is unable, to dispose of the securities, we may be required to repurchase the securities. The indentures governing our outstanding notes provide that if a holder of a note or beneficial owner of a note is required to be licensed, qualified or found suitable under the applicable gaming laws and is not so licensed, qualified or found suitable within the time period specified by the applicable gaming authority, the holder will be required, at our request, to dispose of its notes within a time period that either we prescribe or such other time period prescribed by the applicable gaming authority, and thereafter, we shall have the right to redeem such holder’s notes. Nevada The ownership and operation of casino gaming facilities in Nevada are subject to the Nevada Gaming Control Act and the regulations promulgated by the Nevada Gaming Commission thereunder, which we refer to as the Nevada Act, including various local codes and ordinances. Our gaming operations are subject to the licensing and regulatory control of the Nevada Gaming Commission, which we refer to as the Nevada Commission, the Nevada Gaming Control Board, which we refer to as the Nevada Board, the Clark County Liquor and Gaming Licensing Board, and the City of Las Vegas, which, with the Nevada Commission and the Nevada Board, we collectively refer to as the Nevada Gaming Authorities. The laws, regulations and supervisory procedures of the Nevada Gaming Authorities are based upon declarations of public policy that are concerned with, among other things: • the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity; • the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity; • the establishment and maintenance of responsible accounting practices and procedures; • the maintenance of effective controls over the financial practices of licensees, including establishing minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues; • providing reliable record keeping and requiring the filing of periodic reports with the Nevada Gaming Authorities; • the prevention of cheating and fraudulent practices; • the maintenance of a Gaming Compliance and Reporting Plan, including the establishment of a Gaming Compliance Committee and the retention of a Corporate Compliance Officer; and • the provision of a source of state and local revenues through taxation and licensing fees. Changes in such laws, regulations and procedures could have an adverse effect on our gaming operations and our business, financial condition and results of operations.
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Corporations that operate casinos in Nevada are required to be licensed by the Nevada Gaming Authorities. A gaming license requires the periodic payment of fees and taxes and is not transferable. We are registered by the Nevada Commission as a publicly traded corporation, or a Registered Corporation. As a Registered Corporation, we are required periodically to submit detailed financial and operating reports to the Nevada Commission and furnish any other information which the Nevada Commission may require. We have been licensed by the Nevada Commission to own the stock of California Hotel and Casino, and to be the sole member and manager of The Cannery Hotel and Casino, LLC, the operator of The Cannery Hotel Casino, and of Nevada Palace, LLC, the operator of the Eastside Cannery Casino & Hotel, and have been found suitable to own the stock of Coast Casinos, Inc., and of Boyd Interactive Gaming, Inc., and to be the sole member and manager of ALST Casino Holdco, LLC. California Hotel and Casino is licensed by the Nevada Commission to operate non-restricted gaming activities at the California and Sam's Town Las Vegas and is additionally registered as an intermediary company and found suitable by the Nevada Commission to own the stock of Sam-Will, Inc., the operator of the Fremont, Eldorado, Inc., the operator of Jokers Wild, and M.S.W., Inc., the operator of Main Street Station. Coast Casinos, Inc., is registered as an intermediary company and found suitable by the Nevada Commission to own the stock of Coast Hotels and Casinos, Inc., the operator of the Gold Coast Hotel and Casino, The Orleans Hotel and Casino, and the Suncoast Hotel and Casino. ALST Casino Holdco is registered as an intermediary company and licensed by the Nevada Commission to be the sole member and manager of Aliante Gaming, LLC, the operator of the Aliante Casino + Hotel. Boyd Interactive Gaming, Inc., is registered as an intermediary company and is licensed to be the sole member of Boyd Interactive Gaming, LLC. In 2003, the Nevada Commission approved Boyd Louisiana Racing Inc. and Boyd Racing L.L.C., d.b.a. Delta Downs Racetrack, Casino & Hotel, to share in the revenue from the conduct of off-track pari-mutuel wagering, under certain conditions, as it pertains to the broadcast of live racing events to licensed Nevada pari-mutuel race books. No person may become a more than 5% stockholder or holder of more than a 5% interest in, or receive any percentage of profits from, California Hotel and Casino or its subsidiaries, Coast Casinos, Inc., or its subsidiary, ALST Casino Holdco, LLC, or its subsidiary, The Cannery Hotel and Casino, LLC, Nevada Palace, LLC, or Boyd Interactive Gaming, Inc., or its subsidiary, without first obtaining licenses and approvals from the Nevada Gaming Authorities. We refer to all of the foregoing entities collectively as the Licensed Subsidiaries. Boyd Gaming and all of its Licensed Subsidiaries have obtained from the Nevada Gaming Authorities the various registrations, approvals, permits and licenses required in order to engage in gaming activities in Nevada. The Nevada Gaming Authorities may investigate any individual who has a material relationship to, or material involvement with, Boyd Gaming and its Licensed Subsidiaries in order to determine whether such individual is suitable or should be licensed as a business associate of a gaming licensee. Officers, directors and certain key employees of the Licensed Subsidiaries must file applications with the Nevada Gaming Authorities and may be required to be licensed or found suitable by the Nevada Gaming Authorities. Our officers, directors and key employees who are actively and directly involved in gaming activities of the Licensed Subsidiaries may be required to be licensed or found suitable by the Nevada Gaming Authorities. The Nevada Gaming Authorities may deny an application for licensing for any cause which they deem reasonable. A finding of suitability is comparable to licensing, and both require submission of detailed personal and financial information followed by a thorough investigation. The applicant for licensing or a finding of suitability must pay all the costs of the investigation. Changes in licensed positions must be reported to the Nevada Gaming Authorities within 30 days as prescribed by law and, in addition to their authority to deny an application for a finding of suitability or licensure, the Nevada Gaming Authorities have jurisdiction to disapprove a change in a corporate position. If the Nevada Gaming Authorities were to find an officer, director or key employee unsuitable for licensing or unsuitable to continue having a relationship with us or any of our Licensed Subsidiaries, the companies involved would have to sever all relationships with such person. In addition, the Nevada Commission may require Boyd Gaming or any of its Licensed Subsidiaries to terminate the employment of any person who refuses to file appropriate applications. Determinations of suitability or questions pertaining to licensing are not subject to judicial review in Nevada. Boyd Gaming and its Licensed Subsidiaries are required to submit detailed financial and operating reports to the Nevada Commission. Substantially all material loans, leases, sales of securities and similar financing transactions by the Licensed Subsidiaries must be reported to, and/or approved by, the Nevada Commission. If it were determined that the Nevada Act was violated by any of the Licensed Subsidiaries, the gaming licenses they hold could be limited, conditioned, suspended or revoked, subject to compliance with certain statutory and regulatory procedures. In addition, Boyd Gaming and the persons involved could be subject to substantial fines for each separate violation of the Nevada Act or Regulations at the discretion of the Nevada Commission. Further, a supervisor could be nominated by the Nevada Commission for court appointment to operate our gaming properties and, under certain circumstances, earnings generated during the supervisor’s appointment (except for reasonable rental value of our gaming properties) could be forfeited to the State of Nevada. Limitation, conditioning or suspension of any gaming license or the appointment of a supervisor could (and revocation of any gaming license would) materially adversely affect our gaming operations and our business, financial condition and results of operations. Any beneficial holder of our voting securities, regardless of the number of shares owned, may be required to file an application, be investigated and have his suitability reviewed as a beneficial holder of our voting securities if the Nevada Commission has reason to believe that such ownership would otherwise be inconsistent with the declared policies of the State of Nevada. The applicant must pay all costs of investigation incurred by the Nevada Gaming Authorities in conducting any such investigation.
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The Nevada Act requires any person who acquires more than 5% of our voting securities to report the acquisition to the Nevada Commission on the date specified therein. The Nevada Act requires that beneficial owners of more than 10% of our voting securities apply to the Nevada Commission for a finding of suitability within 30 days after the date specified by the Nevada Commission therein. Under certain circumstances, an “institutional investor,” as defined in the Nevada Act, which acquires more than 10%, but not more than 25%, of our voting securities may apply to the Nevada Commission for a waiver of such finding of suitability if such institutional investor holds the voting securities for investment purposes only. An institutional investor that has obtained such a waiver may, in certain circumstances, hold up to 29% of our voting securities and maintain its waiver for a limited period of time. An institutional investor shall not be deemed to hold voting securities for investment purposes unless the voting securities were acquired and are held in the ordinary course of business as an institutional investor and not for the purpose of causing, directly or indirectly, the election of a majority of the members of our board of directors, any change in our corporate charter, bylaws, management, policies or operations, or any of our gaming affiliates, or any other action which the Nevada Commission finds to be inconsistent with holding our voting securities for investment purposes only. Activities that are not deemed to be inconsistent with holding voting securities for investment purposes include only: • voting on all matters voted on by stockholders; • making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in our management, policies or operations; and • such other activities as the Nevada Commission may determine to be consistent with such investment intent. The Nevada Act also requires that any beneficial owner of 10% or more of any class of our voting securities who has the intent to engage in any proscribed activity, shall, (a) within 2 days after possessing such intent, notify the Chair of the Nevada Board in writing in the manner prescribed by such Chair, (b) file an application with the Nevada Commission for a finding of suitability within 30 days after notifying the Chair of the Nevada Board pursuant to (a) above, and (c) deposit with the Nevada Board the sum of money which, in the opinion of the Nevada Board, will be adequate to pay the anticipated costs and charges incurred in the investigation and processing of such application, and thereafter deposit such additional sums as are required by the Nevada Board to pay all final costs and charges. The Nevada Act defines “proscribed activity” to mean (a) an activity that necessitates a change or amendment to our corporate charter, bylaws, management, policies or operation; (b) an activity that materially influences or affects our affairs; or (c) any other activity determined by the Nevada Commission to be inconsistent with holding our voting securities for investment purposes only. Such a shareholder who has the intent to engage in a proscribed activity is deemed to be engaged in an activity that influences or affects our affairs. Subject to the foregoing requirements, a person shall not be unduly prohibited from lawfully exercising any of his or her voting rights derived from being a shareholder, and a person who has submitted an application pursuant to the foregoing requirements may exercise his or her voting rights while such application is pending. A person who is found unsuitable by the Nevada Commission shall immediately cease engaging in all proscribed activities and shall no longer engage in such activities thereafter. Any violation of these provisions is a gross misdemeanor. If the beneficial holder of voting securities who must be found suitable is a corporation, partnership or trust, it must submit detailed business and financial information including a list of beneficial owners. The applicant is required to pay all costs of investigation. Any person who fails or refuses to apply for a finding of suitability or a license within 30 days after being ordered to do so by the Nevada Commission or the Chair of the Nevada Board, may be found unsuitable. The same restrictions apply to a record owner if the record owner, after request, fails to identify the beneficial owner. Any stockholder found unsuitable and who holds, directly or indirectly, any beneficial ownership of the common stock of a Registered Corporation beyond such period of time as may be prescribed by the Nevada Commission may be guilty of a gross misdemeanor. We are subject to disciplinary action if, after we receive notice that a person is unsuitable to be a stockholder or to have any other relationship with us, or any of our Licensed Subsidiaries, we: • pay that person any dividend or interest upon voting securities of Boyd Gaming; • allow that person to exercise, directly or indirectly, any voting right conferred through securities held by the person; • pay remuneration in any form to that person for services rendered or otherwise; or • fail to pursue all lawful efforts to require such unsuitable person to relinquish their voting securities for cash at fair market value. Additionally, the Clark County Liquor and Gaming Licensing Board has taken the position that it has the authority to approve all persons owning or controlling the stock of any corporation controlling a gaming license. The Nevada Commission may, at its discretion, require the holder of any debt security of a Registered Corporation to file applications, be investigated and be found suitable to own the debt security of a Registered Corporation. If the Nevada Commission determines that a person is unsuitable to own such security, then pursuant to the Nevada Act, the Registered Corporation can be sanctioned, including the loss of its approvals, if without the prior approval of the Nevada Commission, it: • pays to the unsuitable person any dividend, interest, or any distribution whatsoever; • recognizes any voting right by such unsuitable person in connection with such securities; • pays the unsuitable person remuneration in any form; or • makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation, or similar transaction.
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We are required to maintain a current stock ledger in Nevada which may be examined by the Nevada Gaming Authorities at any time. If any securities are held in trust by an agent or by a nominee, the record holder may be required to disclose the identity of the beneficial owner to the Nevada Gaming Authorities. A failure to make such disclosure may be grounds for finding the record holder unsuitable. We are also required to render maximum assistance in determining the identity of the beneficial owner. We may not make a public offering of our securities without the prior approval of the Nevada Commission if the securities or the proceeds therefrom are intended to be used to construct, acquire or finance gaming facilities in Nevada, or to retire or extend obligations incurred for such purposes. Any representation to the contrary is unlawful. In November 2017, the Nevada Commission granted us three years, the maximum time permitted, in which to make public offerings of debt or equity. This three-year approval or continuous or delayed public offering approval, also known as a shelf approval, is subject to certain conditions and expires in November 2020, at which time we will seek to renew the approval. The Nevada Commission's approval may be rescinded for good cause without prior notice upon the issuance of an interlocutory stop order by the Chair of the Nevada Board. Changes in control of Boyd Gaming through merger, consolidation, stock or asset acquisitions, management or consulting agreements, or any act or conduct by a person whereby he obtains control, may not occur without the prior approval of the Nevada Commission. Entities seeking to acquire control of a Registered Corporation must satisfy the Nevada Gaming Authorities in a variety of stringent standards prior to assuming control of such Registered Corporation. The Nevada Commission may also require controlling stockholders, officers, directors and other persons having a material relationship or involvement with the entity proposing to acquire control, to be investigated and licensed as part of the approval process relating to the transaction. The Nevada legislature has declared that some corporate acquisitions opposed by management, repurchase of voting securities and corporate defense tactics affecting Nevada gaming licensees, and Registered Corporations that are affiliated with those licensees, may be injurious to stable and productive corporate gaming. The Nevada Commission has established a regulatory scheme to ameliorate the potentially adverse effects of these business practices upon Nevada’s gaming industry and to further Nevada’s policy to: • assure the financial stability of corporate gaming operators and their affiliates; • protect the continued integrity of corporate gaming in matters of corporate governance; • preserve the beneficial aspects of conducting business in the corporate form; and • promote a neutral environment for the orderly governance of corporate affairs. Approvals are, in certain circumstances, required from the Nevada Commission before we can make exceptional repurchases of voting securities above the current market price thereof and before a corporate acquisition opposed by management can be consummated. As a Registered Corporation, the Nevada Act also requires prior approval of a plan of recapitalization proposed by our board of directors in response to a tender offer made directly to our stockholders for the purposes of acquiring control of us. License fees and taxes, computed in various ways depending on the type of gaming or activity involved, are payable to the State of Nevada, Clark County and the City of Las Vegas. Depending upon the particular fee or tax involved, these fees and taxes are payable either monthly, quarterly or annually and are based upon: • a percentage of the gross revenues received; • the number of gaming devices operated; or • the number of table games operated. An excise tax is also paid by casino operations upon the amount of consideration collected in connection with admission to certain indoor or outdoor premises or areas where live entertainment is provided, subject to certain exclusions. Any person who is licensed, required to be licensed, registered, required to be registered, or is under common control with such persons, which we refer to as Licensees, and who proposes to become involved in a gaming venture outside of Nevada is required to deposit with the Nevada Board, and thereafter maintain, a revolving fund in the amount of $10,000 to pay the expenses of investigation of the Nevada Board of their participation in such foreign gaming. The revolving fund is subject to increase or decrease in the discretion of the Nevada Commission. Thereafter, Licensees are required to comply with certain reporting requirements imposed by the Nevada Act. Licensees are also subject to disciplinary action by the Nevada Commission if they knowingly violate any laws of the foreign jurisdiction pertaining to the foreign gaming operation, fail to conduct the foreign gaming operation in accordance with the standards of honesty and integrity required of Nevada gaming operations, engage in activities that are harmful to the State of Nevada or its ability to collect gaming taxes and fees, or employ a person in the foreign operation who has been denied a license or finding of suitability in Nevada on the ground of personal unsuitability. The sale of food or alcoholic beverages at our Nevada casinos is subject to licensing, control and regulation by the applicable local authorities. All licenses are revocable and are not transferable. The agencies involved have full power to limit, condition, suspend or revoke any such license, and any such disciplinary action could, and a revocation would, have a significant adverse effect upon the operations of the affected casino or casinos.
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Illinois We are subject to the jurisdiction of the Illinois gaming authorities as a result of our ownership and operation of 1) Par-A-Dice Hotel Casino in East Peoria, Illinois, and 2) the Illinois Video Gaming Terminal Operator Lattner Entertainment Group Illinois, LLC. In February 1990, the State of Illinois legalized riverboat gambling. The Illinois Riverboat Gambling Act, which we refer to as the initial Illinois Act, authorized the five-member Illinois Gaming Board, which we refer to as the Illinois Board, to issue up to ten riverboat gaming owners' licenses on navigable streams within or forming a boundary of the State of Illinois. Pursuant to the initial Illinois Act, the location of certain of the ten owners' licenses was statutorily restricted. Currently, the initial ten owners' licenses are in operation, including one license in each of Alton, Aurora, Des Plaines, East Peoria, East St. Louis, Elgin, Metropolis, Rock Island and two licenses in Joliet. The initial Illinois Act has been amended several times since its enactment in 1990. In addition to the original ten licenses authorized under the initial Illinois Act, the amended Illinois Act authorizes additional casino licenses in: 1) Chicago, 2) Danville, 3) Rockford, 4) south suburban Cook County, 5) Waukegan, and 6) Williamson County. The Illinois Board has awarded these licenses. Licensees have opened their permanent gaming facilities in Danville, Rockford, south suburban Cook County, and Williamson County while licensees are operating temporary gaming facilities in Chicago and Waukegan. The amended Illinois Act also authorizes horse racing tracks to add table games and slot machines. Racetracks in Arlington Heights (Arlington Park), Collinsville (Fairmount Park), and Stickney (Hawthorne Park) were eligible under the amended Illinois Act to offer table games and slot machines subject to approval by the Illinois Board. Racetracks in Collinsville and Stickney have applied to the Illinois Board for approval to add table games and slot machines. The racetrack in Collinsville commenced slot machine and limited table game operations in April 2025. The racetrack in Stickney has not yet been approve to commence gaming operations as of January 2026. The amended Illinois Act also authorizes a new standardbred racetrack in Cook County which may also be eligible to add table games and slot machines to its operation subject to the Illinois Board’s approval. As of January 2026, this additional racetrack permit and gaming license had not been awarded. The initial and amended Illinois Act strictly regulates the facilities, persons, associations and practices related to gaming operations. The initial Illinois Act grants the Illinois Board specific powers and duties, and all other powers necessary and proper to fully and effectively execute the initial Illinois Act for the purpose of administering, regulating and enforcing the system of riverboat gaming. The Illinois Board has authority over every person, association, corporation, partnership and trust involved in riverboat gaming operations in the State of Illinois. Each owner's license initially runs for a period of three years. Thereafter, the license must be renewed annually. Under the Amended Illinois Act, the Board may renew an owner's license for up to four years. An owner licensee is eligible for renewal upon payment of the applicable fee and a determination by the Illinois Board that the licensee continues to meet all of the requirements of the initial Illinois Act and Illinois Board rules. The owner's license for Par-A-Dice Riverboat Casino initially expired in February 1995. Since that time the license has been renewed every four years, the maximum time permitted by the Illinois Act. An ownership interest in an owner's license may not be transferred or pledged as collateral without the prior approval of the Illinois Board.
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In addition to owner's licenses, the Illinois Board also requires licensing for all vendors of gaming supplies and equipment and for all employees of a gaming operation. The Illinois Board is authorized to conduct investigations into the conduct of gaming and into alleged violations of the Illinois Act and the Illinois Board rules. Employees and agents of the Illinois Board have access to and may inspect any facilities relating to the gaming operation. A holder of any license is subject to the imposition of fines, suspension or revocation of such license, or other action for any act or failure to act by himself or his agents or employees, that is injurious to the public health, safety, morals, good order and general welfare of the people of the State of Illinois, or that would discredit or tend to discredit the Illinois gaming industry or the State of Illinois. Any gaming operations not conducted in compliance with the initial Illinois Act may constitute an illegal gaming place and consequently may be subject to criminal penalties, which penalties include possible seizure, confiscation and destruction of illegal gaming devices and seizure and sale of riverboats and dock facilities to pay any unsatisfied judgment that may be recovered and any unsatisfied fine that may be levied. The initial Illinois Act also provides for civil penalties, equal to the amount of gross receipts derived from wagering on the gaming, whether unauthorized or authorized, conducted on the day of any violation. The Illinois Board may revoke or suspend licenses, as the Illinois Board may see fit and in compliance with applicable laws of the State of Illinois regarding administrative procedures and may suspend an owner's license, without notice or hearing, upon a determination that the safety or health of patrons or employees is jeopardized by continuing a casino's operation. The suspension may remain in effect until the Illinois Board determines that the cause for suspension has been abated and it may revoke the owner's license upon a determination that the owner has not made satisfactory progress toward abating the hazard. If the Illinois Board has suspended, revoked or refused to renew the license of an owner or if a casino gaming operation is closing and the owner is voluntarily surrendering its owner's license, the Illinois Board may petition the local circuit court, which we refer to as the Court, in which the casino is situated for appointment of a receiver. The court will have sole jurisdiction over any and all issues pertaining to the appointment of a receiver. The Illinois Board will specify the specific powers, duties and limitations for the receiver, including but not limited to the authority to: • hire, fire, promote and discipline personnel and retain outside employees or consultants; • take possession of any and all property, including but not limited to its books, records, and papers; • preserve or dispose of any and all property; • continue and direct the gaming operations under the monitoring of the Illinois Board; • discontinue and dissolve the gaming operation; • enter into and cancel contracts; • borrow money and pledge, mortgage or otherwise encumber the property; • pay all secured and unsecured obligations; • institute or defend actions by or on behalf of the holder of an owner's license; and • distribute earnings derived from gaming operations in the same manner as admission and wagering taxes are distributed under Sections 12 and 13 of the initial Illinois Act. The Illinois Board will submit at least three nominees to the Court. The nominees may be individuals or entities selected from an Illinois Board approved list of pre-qualified receivers who meet the same criteria for a finding of preliminary suitability for licensure under Sections 3000.230(c)(2)(B) and (C) of the rules promulgated by the Illinois Board. In the event that the Illinois Board seeks the appointment of a receiver on an emergency basis, the Illinois Board will submit at least two nominees selected from the Illinois Board approved list of pre-qualified receivers to the Court and will issue a Temporary Operating Permit to the receiver appointed by the Court. A receiver, upon appointment by the court, will before assuming his or her duties, execute and post the same bond as an owner licensee pursuant to Section 10 of the initial Illinois Act. The receiver will function as an independent contractor, subject to the direction of the Court; however, the receiver will also provide to the Illinois Board regular reports and provide any information deemed necessary for the Illinois Board to ascertain the receiver's compliance with all applicable rules and laws. From time to time, the Illinois Board may, at its sole discretion, report to the Court on the receiver's level of compliance and any other information deemed appropriate for disclosure to the Court. The term and compensation of the receiver shall be set by the Court. The receiver will provide to the Court and the Illinois Board at least 30 days written notice of any intent to withdraw from the appointment or to seek modification of the appointment. Except as otherwise provided by action to the Illinois Board, the gaming operation will be deemed a licensed operation subject to all rules of the Illinois Board during the tenure of any receivership.
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The Illinois Board requires that a “Key Person” of an owner licensee submit a Personal Disclosure or Business Entity Form and be investigated and approved by the Illinois Board. The Illinois Board shall certify for each applicant for or holder of an owner's license each position, individual or Business Entity that is to be approved by the Illinois Board and maintain suitability as a Key Person. With respect to an applicant for or the holder of an owner's license, Key Person shall include: • any Business Entity and any individual with an ownership interest or voting rights of more than 5% in the licensee or applicant, and the trustee of any trust holding such ownership interest or voting rights; • the directors of the licensee or applicant and its chief executive officer, president and chief operating officer, or their functional equivalents; and • all other individuals or Business Entities that, upon review of the applicant's or licensee's Table of Organization, Ownership and Control (as discussed below), the Illinois Board determines hold a position or a level of ownership, control or influence that is material to the regulatory concerns and obligations of the Illinois Board for the specified licensee or applicant. In order to assist the Illinois Board in its determination of Key Persons, applicants for or holders of an owner's license shall provide to the Illinois Board a Table of Organization, Ownership and Control, which we refer to as the Table. The Table will identify in sufficient detail the hierarchy of individuals and Business Entities that, through direct or indirect means, manage, own or control the interest and assets of the applicant or license holder. If a Business Entity identified in the Table is a publicly-traded company, the following information must be provided in the Table: • the name and percentage of ownership interest of each individual or Business Entity with ownership of more than 5% of the voting shares of the entity, to the extent such information is known or contained in Schedules 13D or 13G filed with the Securities and Exchange Commission; • to the extent known, the names and percentage of interest of ownership of persons who are relatives of one another and who together (as individuals or through trusts) exercise control over or own more than 10% of the voting shares of the entity; and • any trust holding more than 5% of the ownership or voting interest in the entity, to the extent such information is known or contained in Schedules 13D or 13G filed with the Securities and Exchange Commission. The Table may be disclosed under the Freedom of Information Act. Each owner licensee must provide a means for the economic disassociation of a Key Person in the event such economic disassociation is required by an order of the Illinois Board. Based upon findings from an investigation into the character, reputation, experience, associations, business probity and financial integrity of a Key Person, the Illinois Board may enter an order upon the licensee or require the economic disassociation of such Key Person. Furthermore, each applicant or owner licensee must disclose the identity of every person, association, trust or corporation having a greater than 1% direct or indirect pecuniary interest in an owner licensee or in the riverboat gaming operation with respect to which the license is sought. The Illinois Board may also require an applicant or owner licensee to disclose any other principal or investor and require the investigation and approval of such individuals. The Illinois Board (unless the investor qualifies as an Institutional Investor) requires a Personal Disclosure Form from any person or entity who or which, individually or in association with others, acquires directly or indirectly, beneficial ownership of more than 5% of any class of voting securities or non-voting securities convertible into voting securities of a publicly-traded corporation which holds an ownership interest in the holder of an owner's license. If the Illinois Board denies an application for such a transfer and if no hearing is requested, the applicant for the transfer of ownership interest must promptly divest those shares in the publicly- traded parent corporation. The holder of an owner's license would not be able to distribute profits to a publicly-traded parent corporation until such shares have been divested. If a hearing is requested, the shares need not be divested and profits may be distributed to a publicly-held parent corporation pending the issuance of a final order from the Illinois Board. An Institutional Investor that, individually or jointly with others, cumulatively acquires, directly or indirectly, 5% or more of any class of voting securities of a publicly-traded licensee or a licensee's publicly-traded parent corporation shall, within no less than ten days after acquiring such securities, notify the administrator of the Illinois Board, who we refer to as the Administrator, of such ownership and shall provide any additional information as may be required. If an Institutional Investor (as specified above) acquires 10% or more of any class of voting securities of a publicly-traded licensee or a licensee's publicly-traded parent corporation, then it shall file an Institutional Investor Disclosure Form within 45 days after acquiring such level of ownership interest. The owner licensee shall notify the Administrator as soon as possible after it becomes aware that it or its parent is involved in an ownership acquisition by an Institutional Investor. The Institutional Investor also has an obligation to notify the Administrator of its ownership interest.
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In addition to Institutional Investor Disclosure Forms, certain other forms may be required to be submitted to the Illinois Board. An owner licensee must submit a Marketing Agent Form to the Illinois Board for each Marketing Agent with whom it intends to do business. A Marketing Agent is a person or entity, other than a junketeer or an employee of a casino gaming operation, who is compensated by the casino gaming operation in excess of $100 per patron per trip for identifying and recruiting patrons. Key Persons of owner licensees must submit Trust Identification Forms for trusts, excluding land trusts, for which they are a grantor, trustee or beneficiary each time such a trust relationship is established, amended or terminated. Applicants for and holders of an owner's license are required to obtain formal approval from the Illinois Board for changes in the following areas: • Key Persons; • type of entity; • equity and debt capitalization of the entity; • investors or debt holders; • source of funds; • applicant's economic development plan; • riverboat capacity or significant design change; • gaming positions; • anticipated economic impact; or • agreements, oral or written, relating to the acquisition or disposition of property (real or personal) of a value greater than $1 million. A holder of an owner's license is allowed to make distributions to its stockholders only to the extent that such distribution would not impair the financial viability of the gaming operation. Factors to be considered by the licensee include, but are not limited to, the following: • cash flow, casino cash and working capital requirements; • debt service requirements, obligations and covenants associated with financial instruments; • requirements for repairs and maintenance and capital improvements; • employment or economic development requirements of the Amended Illinois Act; and • a licensee's financial projections. The Illinois Board may waive any licensing requirement or procedure provided by rule if it determines that such waiver is in the best interests of the public and the gaming industry. Also, the Illinois Board may, from time to time, amend or change its rules. In general, uncertainty exists regarding the Illinois gaming regulatory environment due to limited experience in interpreting the Illinois Act. Additionally, in 2009, Illinois legalized distributed gaming through the Video Gaming Act (230 ILCS 40/ Art 5) and subsequent amendments thereto. The Act allows for video gaming terminals to be placed in certain liquor establishments, truck stops and fraternal/ veterans clubs throughout the state. Under the Video Gaming Act, municipalities are authorized to pass an ordinance prohibiting video gaming within the corporate limits of the municipality and county boards may pass ordinances prohibiting video gaming within the unincorporated areas of the county. Licensed establishments may offer up to six Video Gaming Terminals, except for large truck stop establishments, which may operate up to 10 video gaming terminals. Among the provisions of Public Act 103-0592 enacted in June 2024, was an amendment to the Video Gaming Act to increase the tax rate on video gaming revenues by 1% from 34% to 35%. This new tax rate went into effect on July 1, 2024. As of November 2025, there were approximately 49,464 video gaming terminals in Illinois. On June 1, 2018, Boyd Gaming acquired Lattner Entertainment Group Illinois, LLC, a video gaming terminal operator licensed pursuant to the Video Gaming Act.
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Illinois also legalized sports wagering in 2019 through the Illinois Sports Wagering Act. The Illinois Sports Wagering Act, and amendments thereto, authorizes casinos, racetracks, and certain professional sports franchises to apply for and hold a master sports wagering license. Casino owners’ licensees such as Par-A-Dice may operate a retail sports book on its premises and a statewide mobile sports wagering platform through its master sports wagering license. By and through management service provider agreements with third-parties approved by the Illinois Board, both a retail sports book and a statewide mobile sports wagering platform are operated under Par-A-Dice’s master sports wagering license. In June 2024, the Illinois Sports Wagering Act was amended to increase wagering tax rates. The 15% sports wagering tax rate was replaced with a new graduated tax that increases based upon certain revenue thresholds. Public Act 103-0592, which went into July 1, 2024, established new sports wagering tax rates for retail sports wagering revenues and mobile sports wagering revenues as follows: ● Retail Sports Wagering Receipts o 20% of annual adjusted sports wagering receipts up to and including $30,000,000; o 25% of annual adjusted sports wagering receipts in excess of $30,000,000 but not exceeding $50,000,000; o 30% of annual adjusted sports wagering receipts in excess of $50,000,000 but not exceeding $100,000,000; o 35% of annual adjusted sports wagering receipts in excess of $100,000,000 but not exceeding $200,000,000; and, o 40% of annual adjusted sports wagering receipts in excess of $200,000,000. ● Mobile Sports Wagering Receipts o 20% of annual adjusted sports wagering receipts up to and including $30,000,000; o 25% of annual adjusted sports wagering receipts in excess of $30,000,000 but not exceeding $50,000,000; o 30% of annual adjusted sports wagering receipts in excess of $50,000,000 but not exceeding $100,000,000; o 35% of annual adjusted sports wagering receipts in excess of $100,000,000 but not exceeding $200,000,000; and, o 40% of annual adjusted sports wagering receipts in excess of $200,000,000.
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Illinois General Assembly amended the Sports Wagering Act on May 31, 2025, to impose a per wager tax on each wager booked by mobile sports wagering operators each state fiscal year beginning July 1, 2025. Pursuant to Public Act 104-0006, each mobile sports wagering operator must pay a $.25 tax on each wager it accepts for the first 20 million wagers in a state fiscal year and then a $.50 tax on each wager it accepts in excess of 20 million wagers in a state fiscal year. From time to time, various proposals have been introduced and may be introduced in future sessions of the Illinois legislature that, if enacted, would affect the taxation, regulation, operation or other aspects of the gaming industry or Boyd Gaming. Some of this legislation, if enacted, could adversely affect the gaming industry or Boyd Gaming, and no assurances can be given as to whether such legislation or similar legislation will be enacted. Indiana The Indiana Riverboat Gaming Act, or the Indiana Act, was passed in 1993 and authorized the issuance of up to eleven Riverboat Owner’s Licenses to be operated from counties that are contiguous to the Ohio River, Lake Michigan and Patoka Lake. Subsequent legislation has amended or modified the Indiana Act, including: • Legislation adopted in May 2003 eliminated the Riverboat Owner’s License for a riverboat to be docked in a county contiguous to Patoka Lake. However, the General Assembly authorized the Indiana Gaming Commission to enter into a contract pursuant to which an Operating Agent can operate a riverboat in Orange County, which is contiguous to Patoka Lake, on behalf of the Indiana Gaming Commission. This contract was awarded to Blue Sky Casino, LLC, d/b/a French Lick Casino & Resort, which commenced operations on November 3, 2006. • Legislation enacted in April 2007 specified a riverboat cannot be moved from the county in which it was docked on January 1, 2007, to another county. • In May 2008 the horse track located in Anderson, Indiana commenced slot operations and in June 2008 the horse track located in Shelbyville, Indiana commenced slot operations pursuant to the Gambling Games at Racetracks legislation. Each horse track may install up to 2,000 slot machines (“Racino”). Each track added live table games in January 2020, pursuant to legislation enacted in May 2019 • Public Law 255-2015 sets forth a process for entering into tribal-state compacts concerning Indian Gaming, a procedure not previously in Indiana law. In May of 2012, the Pokagon Band of Potawatomi Indians submitted a fee-to-trust application to take 165 acres of land in South Bend, Indiana. The U.S. Department of Interior placed approved the Pokagon Band of Potawatomi Indians’ fee-to-trust application in November 2016. In 2017, the Pokagon Band of Potawatomi Indians opened a Class II gaming facility on this site. The Pokagon Band of Potawatomi Indians and State of Indiana entered into a tribal-state compact for Class III gaming at the facility in South Bend, Indiana, in May 2021 pursuant to applicable state and federal law. The Pokagon Band of Potawatomi Indians commenced Class III gaming operations pursuant to its compact with the State of Indiana in August 2021. • Public Law 293-2019 authorized the relocation of one license to a new location in Gary, Indiana, from its original location on Buffington Harbor in the city and the transfer of the other license to Vigo County, Indiana, from its original location on Buffington Harbor. Hard Rock Northern Indiana commenced operations in March 2021 at new inland location along I-94 in Gary, Indiana, pursuant to this legislation enacted in May 2019. Churchill Downs, after being awarded the Vigo County gaming license that was transferred from Gary, Indiana pursuant to this legislation, commenced operations of a new inland casino in Terre Haute, Indiana, in April 2024. Public Law 293-2019 also legalized sports wagering with each riverboat licensee, operating agent, and racetrack permitholder eligible to be a sports wagering certificate holder. Each sports wagering certificate holder, including our Blue Chip and Belterra properties, is authorized to operate a retail sports book and up to three individually-branded mobile sports wagering platforms. Retail and mobile sports wagering are offered in Indiana through Blue Chip and Belterra’s sports wagering certificates pursuant to management services agreements with third-parties approved by the Indiana Gaming Commission. Sports wagering launched in August 2019. Finally, Public Law 293-2019, authorizes a person to own up to 6, in any combination thereof, of the State’s riverboat owner’s licenses and racetrack gambling games licenses. The Indiana Act and rules promulgated thereunder provide for the strict regulation of the facilities, persons, associations and practices related to gaming operations. The Indiana Act vests the seven member Indiana Gaming Commission with the power and duties of administering, regulating and enforcing riverboat gaming in Indiana. The Indiana Gaming Commission’s jurisdiction extends to every person, association, corporation, partnership and trust involved in any riverboat gaming operation located in the State of Indiana. The Indiana Act requires that the owner of a riverboat gambling operation hold a Riverboat Owner’s License issued by the Indiana Gaming Commission. The applicants for a Riverboat Owner’s License must submit a comprehensive application and the substantial owners and key persons must submit personal disclosure forms. The company, substantial owners and key persons must undergo an exhaustive background investigation prior to the issuance of a Riverboat Owner’s License. A person who owns or will own five percent of a Riverboat Owner’s License must automatically undergo the background investigation. The Indiana Gaming Commission may investigate any person with any level of ownership interest. The Operating Agent of an Orange County riverboat and Racino licensees undergo the same background investigation as a Riverboat Licensee. If the holder of a Riverboat license, the Riverboat Licensee or the Operating Agent is a publicly-traded corporation, its Articles of Incorporation must contain language
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concerning transfer of ownership, suitability determinations and possible divestiture of ownership if a shareholder is found unsuitable.
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All riverboats must comply with applicable federal and state laws including, but not limited to, U.S. Coast Guard regulations. Each riverboat must be certified to carry at least five hundred passengers and be at least one hundred fifty feet in length. Those riverboats located in counties contiguous to the Ohio River must replicate historic Indiana steamboat passenger vessels of the nineteenth century. Public Law 255-2015 allows for inland casinos on land adjacent to an existing casino. Public Law 255-2015 also sets a limit, whether inland or on the existing riverboat, at the highest number since January 1, 2007. The Indiana Act was amended in 2005 to allow the Indiana Gaming Commission to set forth an alternative certification process if the U.S. Coast Guard discontinues issuing Certifications of Inspections to Indiana riverboats. The Indiana Gaming Commission, after consultation with the Corps, may determine those navigable waterways located in counties contiguous to Lake Michigan or the Ohio River that are suitable for riverboats. If the Corps rescinds approval for the operation of a riverboat gambling facility, the Riverboat Owner’s License issued by the Indiana Gaming Commission is void and the Riverboat Licensee may not commence or must cease conducting gambling operations. The initial Riverboat Owner’s License ran for a period of five years. Thereafter, the license is subject to renewal on an annual basis upon a determination by the Indiana Gaming Commission that it continues to be eligible to hold a Riverboat Owner’s License pursuant to the Indiana Act and rules promulgated thereunder. After the expiration of the initial license, the Riverboat Owner’s License must be renewed annually with each Riverboat Licensee undergoing a complete reinvestigation every three years. The Indiana Gaming Commission reserves the right to investigate Riverboat Licensees at any time it deems necessary. The initial license was issued to Blue Chip Casino, Inc., the predecessor to Blue Chip Casino, LLC, in August of 1997. The license is valid for a period of one year and must be renewed annually. Blue Chip's license was renewed and reinvestigated in 2018 as a part of the investigation conducted relating to the acquisition of four (4) casino properties from Penn National Gaming, Inc. (“Penn”) as a part of Penn’s acquisition of Pinnacle Entertainment, Inc.; the Belterra Resort in Florence, Indiana is one of the four casino properties acquired by Boyd. Both Blue Chip and Belterra's licenses have been renewed annually and were last renewed in 2025. The Operating Contract for an Orange County riverboat is valid for a period of twenty years. However, the Operating Agent is to be reinvestigated every three years to determine continued suitability. In addition, the Indiana Gaming Commission has the right to reinvestigate the Operating Agent at any time it deems necessary. Racino licenses must be renewed annually with a reinvestigation every three years. Pursuant to legislation enacted in 2009, all riverboat licensees, Operating Agents, and Racino licensees must submit to the Indiana Gaming Commission for approval a proposed Power of Attorney identifying the person who would temporarily operate the facility on a temporary basis and upon approval of the Indiana Gaming Commission (“Trustee”). The Trustee is to operate the facility if one of the following occurs: (i) the Indiana Gaming Commission revokes the license or the Operating Agreement; (ii) the Indiana Gaming Commission does not renew a license or an Operating Agent contract; (iii) a proposed transferee of a license or Operating Agent is denied a license or an Operating Agent Contract and the licensee or Operating Agent is unwilling to retain ownership of the riverboat or Racino; or (iv) the licensee agrees, in writing, to relinquish control to a trustee approved by the Indiana Gaming Commission. The Indiana Gaming Commission will establish a deadline for all licensees and Operating Agents to submit a proposed Power of Attorney. After the deadline passes the Indiana Gaming Commission may not renew a license or Operating Agent Contract until the Power of Attorney is submitted and the Indiana Gaming Commission has approved the Power of Attorney and the proposed trustee. If the Indiana Gaming Commission adopts a resolution authorizing a trustee to temporarily operate a riverboat or a Racino the licensee will have 180 days from the date the resolution is adopted to sell the riverboat or Racino to a person approved by the Indiana Gaming Commission. If the riverboat or Racino is not sold within 180 days, the trustee may sell the riverboat or Racino to a person approved by the Indiana Gaming Commission. All licensees must apply for and hold all other licenses necessary for the operation of a riverboat gambling operation, including, but not limited to, alcoholic beverage licenses and food preparation licenses. Neither the Riverboat Owner’s License nor the Operating Contract may be leased, hypothecated or have money borrowed or loaned against it. An ownership interest in a Riverboat Owner’s License or an Operating Contract may only be transferred in accordance with the Indiana Act and rules promulgated thereunder. Public Law 229-2013 also allows the licensees to deduct not more than $2.5 million from AGR in state fiscal year 2013 attributable to free play wagering (statutorily referred to as “qualified wagering”) and not more than $5 million from AGR for subsequent years ending before July 1, 2016 (new legislation is being considered to extend the free play deduction to additional fiscal years). Public Law 255-2015 extended the deduction permanently and increased the deduction to $7 million. Public Law 293-2019 increased the deduction to $9 million.
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The Indiana Gaming Commission is authorized to conduct investigations into gambling games, the maintenance of equipment, and violations of the Indiana Act as it deems necessary. The Indiana Gaming Commission may subject a Riverboat Licensee, an Operating Agent or a Racino licensee to fines, suspension or revocation of its license or Operating Contract for any conduct that violates the Indiana Act, rules promulgated thereunder or that constitutes a fraudulent act. The Riverboat Licensee, Operating Agent and Racino licensees must carry insurance in types and amounts as required by the Indiana Gaming Commission. By rule promulgated by the Indiana Gaming Commission, neither a Riverboat Licensee, Operating Agent nor a Racino licensee may enter into or perform any contract or transaction in which it transfers or receives consideration that is not commercially reasonable or that does not reflect the fair market value of goods and services rendered or received. All contracts are subject to disapproval by the Indiana Gaming Commission and contracts should reflect the potential for disapproval. The Indiana Act places special emphasis on minority and women business enterprise participation in the riverboat industry. Riverboat Licensees, Operating Agents and Racino licensees may be subject to a disciplinary action for failure to meet the minority and women business enterprise expenditure goals. By rule promulgated by the Indiana Gaming Commission, a Riverboat Licensee or affiliate may not enter into a debt transaction in excess of $1 million without the prior approval of the Indiana Gaming Commission. A debt transaction is any transaction that will result in the encumbrance of assets. Unless waived, approval of debt transactions requires consideration by the Indiana Gaming Commission at two business meetings. The Indiana Gaming Commission, by resolution, has authorized the Executive Director, subject to subsequent approval by the Indiana Gaming Commission, to approve debt transactions after a review of the documents and consultation with the Chair and the Indiana Gaming Commission’s outside financial analyst. A rule promulgated by the Indiana Gaming Commission requires the reporting of currency transactions to the Indiana Gaming Commission after the transactions are reported to the federal government. Indiana rules also require that Riverboat Licensees track and maintain logs of transactions that exceed $3,000. The Indiana Gaming Commission has promulgated a rule that prohibits distributions, excluding distributions for the payment of taxes, by a Riverboat Licensee to its partners, shareholders, itself or any affiliated entity if the distribution would impair the financial viability of the riverboat gaming operation. The Indiana Gaming Commission has also promulgated a rule mandating Riverboat Licensees to maintain a cash reserve to protect patrons against defaults in gaming debts. The cash reserve is to be equal to a Riverboat Licensee’s average payout for a three-day period based on the riverboat’s performance the prior calendar quarter. The cash reserve can consist of cash on hand, cash maintained in Indiana bank accounts and cash equivalents not otherwise committed or obligated. The Indiana Act prohibits contributions to a candidate for a state legislative or local office or to a candidate’s committee or to a regular party committee by: • a person who owns at least one percent of a Riverboat Licensee, Operating Agent or Racino licensee; • a person who is an officer of a Riverboat Licensee, Operating Agent or Racino Licensee; • a person who is an officer of a person that owns at least one percent of a Riverboat Licensee, Operating Agent or Racino Licensee; or • a person who is a political action committee of a Riverboat Licensee, Operating Agent, or Racino Licensee. The prohibition against political contributions extends for three years following a change in the circumstances that resulted in the prohibition.
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Individuals employed on a riverboat and in certain positions must hold an occupational license issued by the Indiana Gaming Commission. Suppliers of gaming equipment and gaming or revenue tracking services must hold a supplier’s license issued by the Indiana Gaming Commission. By rule promulgated by the Indiana Gaming Commission, Riverboat Licensees, Operating Agents and Racino Licensees who employ non-licensed individuals in positions requiring licensure or who purchase supplies from a non- licensed entity may be subject to a disciplinary action. Electronic pull-tab machines were legalized for certain charitable gaming venues by the Indiana General Assembly in 2025. Public Law 74-2025 allows bona fide nonprofit organizations that hold charitable gaming permits to operate up to 7 electronic pull-tab machines at their establishments. The first machines were offered for play on or about December 30, 2025. The immediate impact of these machines on casino gaming revenues is unknown given their recent introduction to the market. From time to time, various proposals have been introduced and may be introduced in future sessions of the Indiana legislature that, if enacted, would affect the taxation, regulation, operation or other aspects of the gaming industry or Boyd Gaming. Some of this legislation, if enacted, could adversely affect the gaming industry or Boyd Gaming, and no assurances can be given as to whether such legislation or similar legislation will be enacted Louisiana In the State of Louisiana, we, through our wholly owned subsidiaries, own and operate five gaming properties: Treasure Chest Casino in Kenner, Delta Downs Racetrack, Casino & Hotel in Vinton, Sam's Town Hotel and Casino in Shreveport, Evangeline Downs Racetrack and Casino in Opelousas and the Amelia Belle Casino in Amelia. Through Evangeline Downs, we also operate two off-track betting facilities, which contain Video Draw Poker Devices. The operation and management of these riverboat casinos, slot machine operations at certain racetracks, live racing facilities, off-track betting facilities and video poker operations in Louisiana are subject to extensive state regulation. The Louisiana Riverboat Economic Development and Gaming Control Act, or the Riverboat Act, became effective on July 19, 1991. The Louisiana Pari-Mutuel Live Racing Facility Economic Redevelopment and Gaming Control Act, or the Slots Act, became effective on July 9, 1997. The Video Draw Poker Act became effective July 30, 1991. The statutory scheme regulating live and off-track betting, or the Horse Racing Act, has been in existence since 1958. The Riverboat Act states, among other things, that certain of the policies of the State of Louisiana are: • to develop a historic riverboat industry that will assist in the growth of the tourism market; • to license and supervise the riverboat industry from the period of construction through actual operation; • to regulate the operators, manufacturers, suppliers and distributors of gaming devices; and • to license all entities involved in the riverboat gaming industry. The Slots Act states, among other things, that certain policies of the State of Louisiana are: • to revitalize and rehabilitate pari-mutuel racing facilities through the allowance of slot machine operations at certain racetracks; and • to regulate and license owners of such facilities. The Horse Racing Act states, among other things, that certain policies of the State of Louisiana are: • to encourage the development of horse racing with pari-mutuel wagering on a high plane; • to encourage the development and ownership of race horses; • to regulate the business of racing horses and to provide the orderly conduct of racing; • to provide financial assistance to encourage the business of racing horses; and • to provide a program for the regulation, ownership, possession, licensing, keeping, breeding and inoculation of horses. Both the Riverboat Act and the Slots Act make it clear, however, that no holder of a license or permit possesses any vested interest in such license or permit and that the license or permit may be revoked at any time. In a special session held in April 1996, the Louisiana legislature passed the Louisiana Gaming Control Act, or the Gaming Control Act, which created the Louisiana Gaming Control Board, or the Gaming Control Board. Pursuant to the Gaming Control Act, all of the regulatory authority, control and jurisdiction of licensing for both riverboats and slot facilities was transferred to the Gaming Control Board. The Gaming Control Board came into existence on May 1, 1996 and is made up of nine members and two ex- officio members (the Secretary of Revenue and Taxation and the superintendent of Louisiana State Police). It is domiciled in Baton Rouge and regulates riverboat gaming, the land-based casino in New Orleans, racetrack slot facilities and video poker. The Attorney General acts as legal counsel to the Gaming Control Board. Any material alteration in the method whereby riverboat gaming, slot facilities or video draw poker is regulated in the State of Louisiana could have an adverse effect on the operations of the Treasure Chest, Delta Downs, Sam's Town Shreveport, Evangeline Downs and Amelia Belle. Riverboats
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The Riverboat Act approved the conducting of gaming activities on a riverboat, in accordance with the Riverboat Act, on twelve separate waterways in Louisiana. The Riverboat Act allows the Gaming Control Board to issue up to fifteen licenses to operate riverboat gaming projects within the state, with no more than six licenses for operation from any one designated waterway. There are presently fifteen licenses issued and all are operating currently.
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We and certain of our directors and officers and certain of our key personnel were found suitable to operate riverboat gaming in the State of Louisiana. New directors, officers and certain key employees associated with gaming must also be found suitable by the Gaming Control Board prior to working in gaming-related areas. These approvals may be immediately revoked for a number of causes as determined by the Gaming Control Board. The Gaming Control Board may deny any application for a certificate, permit or license for any cause found to be reasonable by the Gaming Control Board. The Gaming Control Board has the authority to require us to sever our relationships with any persons for any cause deemed reasonable by the Gaming Control Board or for the failure of that person to file necessary applications with the Gaming Control Board. The three current Louisiana river boat gaming licenses were renewed in 2025 for a five (5) year period. Red River Entertainment of Shreveport, LLC d/b/a Sam’s Town Hotel and Casino in Shreveport was renewed until March 8, 2030. Belle of Orleans, LLC d/b/a Amelia Belle was renewed until March 24, 2030 and Treasure Chest was renewed until May 18, 2030. Annual fees are currently charged to each riverboat project as follows: • $50,000 per year for the first year and $100,000 for each year thereafter; and • 21.5% of net gaming proceeds. Additionally, each local government may charge a boarding fee or admissions tax. Treasure Chest pays the City of Kenner a fee of ($2.50 per passenger boarding the vessel multiplied by 1.2). Sam's Town Shreveport pays admission taxes of up to 5.5% of adjusted gross receipts to various local governmental bodies. Amelia Belle pays St. Mary Parish $1.4 million per year (subject to adjustment) as admission tax. Any increase in these fees or taxes could have a material and detrimental effect on the operations of Treasure Chest, Sam's Town and Amelia Belle. Slot Facilities The Slots Act allows for four separate "eligible facilities" to operate slot machines at live horse racing pari-mutuel facilities (one each in Calcasieu Parish, St. Landry Parish, Bossier Parish and Orleans Parish). Each facility, with the exception of Orleans Parish, may, upon proper licensure, operate slot machines in a designated gaming space of up to 1,632 gaming positions. Gaming licenses and approvals of slot operations are issued by the Gaming Control Board, and are subject to revocation for any cause deemed reasonable by the Gaming Control Board. Our operation of slot machines at Delta Downs and Evangeline Downs is subject to strict regulation by the Gaming Control Board and the Louisiana State Police. Extensive regulations concerning accounting, internal controls, underage patrons and other aspects of slot machine operations have been promulgated by the Gaming Control Board. Failure to adhere to these rules and regulations can result in substantial fines and the suspension or revocation of the license to conduct slot machine operations. Any failure to comply with the Louisiana Gaming Control Board's rules or regulations in the future could ultimately result in the revocation of our license to operate slot machines at Delta Downs and Evangeline Downs. Annual Fees and taxes currently charged Delta Downs and Old Evangeline Downs under the Slots Acts are as follows: • 15% of the annual net slot machine proceeds are dedicated to supplement purses of the live horse race meets held at the facility; • 3% of the annual net slot machine proceeds dedicated to horse breeders associations; • 18.5% taxable net slot machine proceeds are paid to the state; • For Delta Downs, an admission tax of $0.25 per person attending live racing and off-track betting facilities only on those days when there are scheduled live races at its racetrack (currently Wednesdays through Saturdays) from the hours of 6:00 p.m. until 12:00 a.m. and during those periods when it is not conducting live racing (i.e., between race meetings) only on Thursdays through Mondays from the hours of 12:00 p.m. until 12:00 a.m.; and • For Evangeline Downs, an admission tax of $0.25 per person attending live racing and off-track betting facilities during those periods when it is conducting race meetings from one hour before post time until one hour after the conclusion of racing; during periods when it is not conducting race meetings, on all persons entering on Thursday through Monday from 12 p.m. until 12 a.m. each day. Gaming Control Board At any time, the Gaming Control Board may investigate and require the finding of suitability of any stockholder, beneficial stockholder, officer or director of Boyd Gaming or of any of its subsidiaries. The Gaming Control Board requires all holders of more than a 5% interest in the license holder to submit to suitability requirements. Additionally, if a shareholder who must be found suitable is a corporate or partnership entity, then the shareholders or partners of the entity must also submit to investigation. The sale or transfer of more than a 5% interest in any riverboat or slot project is subject to Gaming Control Board approval.
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Pursuant to the regulations promulgated by the Gaming Control Board, all licensees are required to inform the Gaming Control Board of all debt, credit, financing and loan transactions, including the identity of debt holders. Our subsidiaries, Treasure Chest Casino, L.L.C., Boyd Racing, L.L.C., Red River Entertainment of Shreveport, L.L.C. (Sam's Town Shreveport), The Old Evangeline Downs, LLC and Belle of Orleans, LLC (Amelia Belle) are licensees and are subject to these regulations. In addition, the Gaming Control Board, in its sole discretion, may require the holders of such debt securities to file applications and obtain suitability certificates from the Gaming Control Board. Although the Riverboat Act and the Slots Act do not specifically require debt holders to be licensed or to be found suitable, the Gaming Control Board retains the discretion to investigate and require that any holders of debt securities be found suitable under the Riverboat Act or the Slots Act. Additionally, if the Gaming Control Board finds that any holder exercises a material influence over the gaming operations, a suitability certificate will be required. If the Gaming Control Board determines that a person is unsuitable to own such a security or to hold such an indebtedness, the Gaming Control Board may propose any action which it determines proper and necessary to protect the public interest, including the suspension or revocation of the license. The Gaming Control Board may also, under the penalty of revocation of license, issue a condition of disqualification naming the person(s) and declaring that such person(s) may not: • receive dividends or interest in debt or securities; • exercise directly or through a nominee a right conferred by the securities or indebtedness; receive any remuneration from the licensee; • receive any economic benefit from the licensee; or • continue in an ownership or economic interest in a licensee or remain as a manager, director or partner of a licensee. Any violation of the Riverboat Act, the Slots Act or the rules promulgated by the Gaming Control Board could result in substantial fines, penalties (including a revocation of the license) and criminal actions. Additionally, all licenses and permits issued by the Gaming Control Board are revocable privileges and may be revoked at any time by the Gaming Control Board. Live Horse Racing Pari-mutuel betting and the conducting of live horse race meets in Louisiana are strictly regulated by the Louisiana State Racing Commission, which we refer to as the Racing Commission. The Racing Commission is comprised of thirteen members and is domiciled in New Orleans, Louisiana. In order to be approved to conduct a live race meet and to operate pari-mutuel wagering (including off-track betting), an applicant must show, among other things: • racing experience; • financial qualifications; • moral and financial qualifications of applicant and applicant's partners, officers and officials; • the expected effect on the breeding and horse industry; • the expected effect on the State's economy; and • the hope of financial success. In May 2001, a subsidiary of Boyd Gaming applied for and received approval from the Racing Commission to buy Delta Downs. Approval was also granted to conduct live race meets and to operate pari-mutuel wagering at the Delta Downs facility and to conduct off-track wagering at Delta Downs. The term of each of these licenses is ten years and they renew annually. In April 2002, Peninsula Gaming (now a subsidiary of Boyd Gaming) applied for and received approval from the Racing Commission to buy Evangeline Downs. Approval was also granted to conduct live race meets and to operate pari-mutuel wagering at the Evangeline Downs facility and to conduct off-track wagering at Evangeline Downs and other locations. The term of each of these licenses is ten years and they renew annually. Any alteration in the regulation of riverboat casinos, slot machine operations at certain racetracks, or live racing facilities could have a material adverse effect on the operations of Treasure Chest, Delta Downs, Sam's Town Shreveport, Amelia Belle Casino or Evangeline Downs. In 2018, voters in 47 of the 64 parishes approved daily fantasy games. The Louisiana legislature did not pass the required regulatory legislation until 2020 in Act 141. Fantasy sports in Louisiana launched in 2021. In 2018, Louisiana passed Act 469 that authorized the 15 riverboat casinos to move 1,200 feet onto land from their designated berth space. Act 469 also replaced the limit of 30,000 square feet of gambling space per riverboat with a cap of 2,365 gaming positions. Rules have been developed to facilitate this on shore move. The Company constructed a new land-based facility in Kenner, Louisiana, which moved our Treasure Chest Casino operations from a riverboat to a new land-based casino. The new land-based casino opened June 6, 2024. On November 3, 2020, voters in 55 of the 64 parishes approved sports betting in Louisiana. In 2021 the regulatory framework for sports betting was passed in Acts 80, 440, and 435. Retail sports wagering went live in October 2021 and mobile sports wagering went live in February 2022.
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In 2021, Act 437 authorized historical horse racing machines (HHRs) to be regulated by the Louisiana State Racing Commission. The first historical horse racing machines in Louisiana went live in 2022. In March 2025 the Louisiana Supreme Court ruled that the 2021 law authorizing historical horse racing machines was unconstitutional, thereby making it illegal to operate historical horse racing machines in Louisiana. Accordingly, we ceased all historical horse racing operations at our Louisiana properties in March 2025.
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Mississippi The ownership and operation of casino gaming facilities in the State of Mississippi, such as those at IP Biloxi, are subject to extensive state and local regulation, but primarily the licensing and regulatory control of the Mississippi Gaming Commission, or the Mississippi Commission. The Mississippi Gaming Control Act, or the Mississippi Act, is similar to the Nevada Gaming Control Act. The Mississippi Commission has adopted regulations that are also similar in many respects to the Nevada gaming regulations. The laws, regulations and supervisory procedures of the Mississippi Commission are based upon declarations of public policy that are concerned with, among other things: • the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity; • the establishment and maintenance of responsible accounting practices and procedures; • the maintenance of effective controls over the financial practices of licensees, including the establishment of minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues, providing for reliable record keeping and requiring the filing of periodic reports with the Mississippi Commission; • the prevention of cheating and fraudulent practices; • providing a source of state and local revenues through taxation and licensing fees; and • ensuring that gaming licensees, to the extent practicable, employ Mississippi residents. The regulations are subject to amendment and interpretation by the Mississippi Commission. We believe that our compliance with the licensing procedures and regulatory requirements of the Mississippi Commission will not affect the marketability of our securities. Changes in Mississippi laws or regulations may limit or otherwise materially affect the types of gaming that may be conducted and such changes, if enacted, could have an adverse effect on us and our business, financial condition and results of operations. The Mississippi Act provides for legalized gaming in each of the fourteen counties that border the Gulf Coast or the Mississippi River, but only if the voters in the county have not voted to prohibit gaming in that county. Currently, gaming is permissible in nine of the fourteen eligible counties in the state and gaming operations have commenced in seven counties. Traditionally, Mississippi law required gaming vessels to be located on the Mississippi River or on navigable waters in eligible counties along the Mississippi River, or in the waters lying south of the counties along the Mississippi Gulf Coast. However, the Mississippi Legislature amended the Mississippi Act to permit licensees in the three counties along the Gulf Coast to establish casino structures that are located in whole or part on shore and land-based casino operations provided the land-based gaming areas do not extend inland more than 800 feet beyond the nineteen-year mean high water line, except in Harrison County where the 800-foot limit can be extended as far inland as the greater of 800 feet beyond the 19 year mean high water line or the southern boundary of Highway 90. Due to another change in the interpretation of the Mississippi Act, the Commission has also permitted licensees in approved Mississippi River counties to conduct gaming operations on permanent structures, provided that the majority of the gaming floor in any such structure is located on the river side of the "bank full" line of the Mississippi River. Our IP Biloxi casino is located on permanent structures elevated above the Back Bay of Biloxi. Sam's Town Tunica ceased all operations and closed permanently on November 9, 2025. The Mississippi Act permits unlimited stakes gaming on a 24-hour basis and does not restrict the number of gaming positions or percentage of space which may be utilized for gaming. The Mississippi Act permits substantially all traditional casino games and gaming devices and race books and sports pools. While sports and race book wagering is permitted, such wagers may be made only while the patron is located on the property of a licensed gaming establishment. We and any subsidiary of ours that operates a casino in Mississippi (each a “Gaming Subsidiary” and together, the “Gaming Subsidiaries”) are subject to the licensing and regulatory control of the Mississippi Commission. We are registered under the Mississippi Act as a publicly traded corporation, or a Registered Corporation, of Boyd Biloxi, LLC, the owner and operator of IP Biloxi. As a Registered Corporation, we are required periodically to submit detailed financial and operating reports to the Mississippi Commission and furnish any other information the Mississippi Commission may require. If we are unable to continue to satisfy the registration requirements of the Mississippi Act, we and any Gaming Subsidiary cannot own or operate gaming facilities in Mississippi. No person may become a stockholder of or receive any percentage of profits from a licensed subsidiary of a Registered Corporation without first obtaining licenses and approvals from the Mississippi Commission. We have obtained such approvals in connection with the licensing of IP Biloxi.
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A Gaming Subsidiary must maintain a gaming license from the Mississippi Commission to operate a casino in Mississippi. Such licenses are issued by the Mississippi Commission subject to certain conditions, including continued compliance with all applicable state laws and regulations. There are no limitations on the number of gaming licenses that may be issued in Mississippi. Gaming licenses require the payment of periodic fees and taxes, are not transferable, are issued for a three-year period and must be renewed periodically thereafter. Sam's Town Tunica's current gaming license expires on December 3, 2025, and IP Biloxi’s gaming license expires on October 3, 2026. Certain of our officers and employees and the officers, directors and certain key employees of IP Biloxi must be found suitable or approved by the Mississippi Commission. We believe that we have obtained, applied for or are in the process of applying for all necessary findings of suitability with respect to Boyd Gaming and IP Biloxi, although the Mississippi Commission, in its discretion, may require additional persons to file applications for findings of suitability. In addition, any person having a material relationship or involvement with us may be required to be found suitable, in which case those persons must pay the costs and fees associated with such investigation. The Mississippi Commission may deny an application for a finding of suitability for any cause that it deems reasonable. Changes in certain licensed positions must be reported to the Mississippi Commission. In addition to its authority to deny an application for a finding of suitability, the Mississippi Commission has jurisdiction to disapprove a change in any corporate position or title and such changes must be reported to the Mississippi Commission. The Mississippi Commission has the power to require us and our Gaming Subsidiaries to suspend or dismiss officers, directors and other key employees or sever relationships with other persons who refuse to file appropriate applications or whom the authorities find unsuitable to act in such capacities. Determination of suitability or questions pertaining to licensing are not subject to judicial review in Mississippi. At any time, the Mississippi Commission has the power to investigate and require the finding of suitability of any record or beneficial stockholder of Boyd Gaming. The Mississippi Act requires any person who acquires more than five percent of any class of voting securities of a Registered Corporation, as reported to the Securities and Exchange Commission, or SEC, to report the acquisition to the Mississippi Commission, and such person may be required to be found suitable. Also, any person who becomes a beneficial owner of more than ten percent of any class of voting securities of a Registered Corporation, as reported to the SEC, must apply for a finding of suitability by the Mississippi Commission and must pay the costs and fees that the Mississippi Commission incurs in conducting the investigation. If a stockholder who must be found suitable is a corporation, partnership or trust, it must submit detailed business and financial information including a list of beneficial owners. The Mississippi Commission generally has exercised its discretion to require a finding of suitability of any beneficial owner of five percent or more of any class of voting securities of a Registered Corporation. However, under certain circumstances, an “institutional investor,” as defined in the Mississippi Commission's regulations, which acquires more than ten percent, but not more than twenty-five percent, of the voting securities of a Registered Corporation may apply to the Mississippi Commission for a waiver of such finding of suitability if such institutional investor holds the voting securities for investment purposes only. An institutional investor shall not be deemed to hold voting securities for investment purposes unless the voting securities were acquired and are held in the ordinary course of business as an institutional investor and not for the purpose of causing, directly or indirectly, the election of a majority of the members of the board of directors of the Registered Corporation, any change in the corporate charter, bylaws, management, policies or operations, or any of its gaming affiliates, or any other action which the Mississippi Commission finds to be inconsistent with holding the voting securities for investment purposes only. Activities which are not deemed to be inconsistent with holding voting securities for investment purposes include: • voting on all matters voted on by stockholders; • making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in management, policies or operations; and • such other activities as the Mississippi Commission may determine to be consistent with such investment intent. Any person who fails or refuses to apply for a finding of suitability or a license within thirty days after being ordered to do so by the Mississippi Commission may be found unsuitable. The same restrictions apply to a record owner if the record owner, after request, fails to identify the beneficial owner. Any person found unsuitable and who holds, directly or indirectly, any beneficial ownership of our securities beyond such time as the Mississippi Commission prescribes, may be guilty of a misdemeanor. We may be subject to disciplinary action if, after receiving notice that a person is unsuitable to be a stockholder or to have any other relationship with us or any Gaming Subsidiary owned by us, the company involved: • pays the unsuitable person any dividend or other distribution upon such person's voting securities; • recognizes the exercise, directly or indirectly, of any voting rights conferred by securities held by the unsuitable person; • pays the unsuitable person any remuneration in any form for services rendered or otherwise, except in certain limited and specific circumstances; or • fails to pursue all lawful efforts to require the unsuitable person to divest himself of the securities, including, if necessary, the immediate purchase of the securities for cash at a fair market value.
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We may be required to disclose to the Mississippi Commission, upon request, the identities of the holders of our debt or other securities. In addition, under the Mississippi Act, the Mississippi Commission, in its discretion, may require the holder of any debt security of a Registered Corporation to file an application, be investigated and be found suitable to own the debt security if the Mississippi Commission has reason to believe that the ownership of the debt security by the holder would be inconsistent with the declared policies of the State of Mississippi. Although the Mississippi Commission generally does not require the individual holders of obligations such as notes to be investigated and found suitable, the Mississippi Commission retains the discretion to do so for any reason, including but not limited to, a default, or where the holder of the debt instruments exercises a material influence over the gaming operations of the entity in question. Any holder of debt securities required to apply for a finding of suitability must pay all investigative fees and costs of the Mississippi Commission in connection with such an investigation. If the Mississippi Commission determines that a person is unsuitable to own a debt security, then the Registered Corporation maybe sanctioned, including the loss of its approvals, if without the prior approval of the Mississippi Commission, it: • pays to the unsuitable person any dividend, interest, or any distribution whatsoever; • recognizes any voting right by the unsuitable person in connection with those securities; • pays the unsuitable person remuneration in any form; or • makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation, or similar transaction. Each Gaming Subsidiary must maintain in Mississippi a current ledger with respect to the ownership of its equity securities, and we must maintain in Mississippi a current list of our stockholders which must reflect the record ownership of each outstanding share of any class of our equity securities. The ledger and stockholder lists must be available for inspection by the Mississippi Commission at any time. If any securities are held in trust by an agent or by a nominee, the record holder may be required to disclose the identity of the beneficial owner to the Mississippi Commission. A failure to make such disclosure may be grounds for finding the record holder unsuitable. We must also render maximum assistance in determining the identity of the beneficial owner. The Mississippi Act requires that the certificates representing securities of a Registered Corporation bear a legend indicating that the securities are subject to the Mississippi Act and the regulations of the Mississippi Commission. We have received from the Mississippi Commission a waiver of this legend requirement. The Mississippi Commission has the power to impose additional restrictions on the holders of our securities at any time. Substantially all material loans, leases, sales of securities and similar financing transactions by a Registered Corporation or a Gaming Subsidiary must be reported to or approved by the Mississippi Commission. A Gaming Subsidiary may not make a public offering of its securities but may pledge or mortgage its casino facilities. A Registered Corporation may not make a public offering of its securities without the prior approval of the Mississippi Commission if any part of the proceeds of the offering is to be used to finance the construction, acquisition or operation of gaming facilities in Mississippi or to retire or extend obligations incurred for those purposes. Such approval, if given, does not constitute a recommendation or approval by the Mississippi Commission of the investment merits of the securities subject to the offering. We have received a waiver of the prior approval requirement with respect to public offerings and private placements of securities, subject to certain conditions, including the ability of the Mississippi Commission to issue a stop order with respect to any such offering if the staff determines it would be necessary to do so. Under the regulations of the Mississippi Commission, a Gaming Subsidiary may not guarantee a security issued by an affiliated company pursuant to a public offering, or pledge its assets to secure payment or performance of the obligations evidenced by the security issued by the affiliated company, without the prior approval of the Mississippi Commission. A pledge of the stock of a Gaming Subsidiary and the foreclosure of such a pledge are ineffective without the prior approval of the Mississippi Commission. Moreover, restrictions on the transfer of an equity security issued by a Gaming Subsidiary or its holding companies and agreements not to encumber such securities are ineffective without the prior approval of the Mississippi Commission. We have obtained approvals from the Mississippi Commission for such guarantees, pledges and restrictions in connection with offerings of securities, subject to certain restrictions, but we must obtain separate prior approvals from the Mississippi Commission for pledges and stock restrictions in connection with certain financing transactions. Moreover, the regulations of the Mississippi Commission require us to file a Loan to Licensees and Lease Transaction Report with the Mississippi Commission within thirty (30) days following certain financing transactions and the offering of certain debt securities. If the Mississippi Commission were to deem it appropriate, the Mississippi Commission could order any such transaction rescinded.
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Changes in control of us through merger, consolidation, acquisition of assets, management or consulting agreements or any act or conduct by a person by which he or she obtains control, may not occur without the prior approval of the Mississippi Commission. Entities seeking to acquire control of a Registered Corporation must satisfy the Mississippi Commission in a variety of stringent standards prior to assuming control of the Registered Corporation. The Mississippi Commission also may require controlling stockholders, officers, directors, and other persons having a material relationship or involvement with the entity proposing to acquire control to be investigated and found suitable as part of the approval process relating to the transaction. The Mississippi legislature has declared that some corporate acquisitions opposed by management, repurchases of voting securities and other corporate defense tactics that affect corporate gaming licensees in Mississippi and Registered Corporations may be injurious to stable and productive corporate gaming. The Mississippi Commission has established a regulatory scheme to ameliorate the potentially adverse effects of these business practices upon Mississippi's gaming industry and further Mississippi's policy to: • assure the financial stability of corporate gaming operators and their affiliates; • preserve the beneficial aspects of conducting business in the corporate form; and • promote a neutral environment for the orderly governance of corporate affairs. Approvals are, in certain circumstances, required from the Mississippi Commission before a Registered Corporation may make exceptional repurchases of voting securities (such as repurchases which treat holders differently) in excess of the current market price and before a corporate acquisition opposed by management can be consummated. Mississippi's gaming regulations also require prior approval by the Mississippi Commission of a plan of recapitalization proposed by the Registered Corporation's board of directors in response to a tender offer made directly to the Registered Corporation's shareholders for the purpose of acquiring control of the Registered Corporation. Neither we nor any Gaming Subsidiary may engage in gaming activities in Mississippi while also conducting gaming operations outside of Mississippi without approval of, or a waiver of such approval by, the Mississippi Commission. The Mississippi Commission may require determinations that, among other things, there are means for the Mississippi Commission to have access to information concerning the out-of-state gaming operations of us and our affiliates. We previously have obtained, or otherwise qualified for, a waiver of foreign gaming approval from the Mississippi Commission for operations in other jurisdictions in which we conduct gaming operations and will be required to obtain approval or a waiver of such approval from the Mississippi Commission prior to engaging in any additional future gaming operations outside of Mississippi; provided, however, that upon notice to the Mississippi Commission within thirty days of conducting such activity, such a waiver shall be deemed automatically granted under the Mississippi Commission's regulations in connection with foreign gaming activities (except for internet gaming activities) conducted (i) within the fifty (50) states or any territory of the United States, (ii) on board any cruise ship embarking from a port located therein, and (iii) in any other jurisdiction in which a casino operator's license or its equivalent is not required in order to legally conduct gaming operations. If the Mississippi Commission were to determine that we or our Gaming Subsidiaries had violated a gaming law or regulation, the Mississippi Commission could limit, condition, suspend or revoke our approvals and the license of such Gaming Subsidiary, subject to compliance with certain statutory and regulatory procedures. In addition, we, the Gaming Subsidiary and the persons involved could be subject to substantial fines for each separate violation. Because of such a violation, the Mississippi Commission could attempt to appoint a supervisor to operate the casino facilities. Limitation, conditioning or suspension of any gaming license or approval or the appointment of a supervisor could (and revocation of any gaming license or approval would) materially adversely affect us and our business, financial condition and results of operations. License fees and taxes, computed in various ways depending on the type of gaming or activity involved, are payable to the State of Mississippi, to the Mississippi Commission and to the counties and cities in which a Gaming Subsidiary's operations are conducted. Depending upon the particular fee or tax involved, these fees and taxes are payable either monthly, quarterly or annually. Generally, gaming fees and taxes are based upon the following: • a percentage of the gross gaming revenues received by the casino operation; • the number of gaming devices operated by the casino; or • the number of table games operated by the casino. The gaming operator license fees payable to the State of Mississippi include an annual license fee of $5,000, plus a monthly license fee based upon “gaming receipts” (generally defined as gross receipts less payouts to customers as winnings), and the current maximum tax rate imposed by the State of Mississippi is eight percent of all gaming receipts in excess of $134,000 per month. The foregoing license fees we pay are allowed as a credit against our Mississippi income tax liability for the year paid. Additionally, there is an annual license fee payable by us to the state equal to $81,200 plus $100 for each game in excess of thirty- five games on the casino floor. Moreover, the Mississippi Commission assesses IP Biloxi with an annual investigative fee of up to $300,000, which is based on the number of gaming devices on the property. The gross revenues fee imposed by the City of Biloxi in which IP Biloxi is located equals approximately four percent of the gaming receipts.
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The Mississippi Commission's regulations require as a condition of licensure that a project include a 500-car or larger parking facility in close proximity to the casino complex, a 300-room or larger hotel of at least a three diamond rating as defined by an acceptable travel publication as determined by the Mississippi Commission, a restaurant capable of seating at least 200 people and a fine dining facility capable of seating at least 75 people, a casino floor of at least 40,000 square feet and have (or support) an amenity that will be unique to the market, encourage economic development and promote tourism. Unless waived, such regulations apply to new casinos or acquisitions of closed casinos. IP Biloxi was grandfathered under a prior version of the regulation and thus is exempt from the current regulation’s requirements. The sale of alcoholic beverages by IP Biloxi is subject to licensing, control and regulation by both the local jurisdiction and the Alcoholic Beverage Control Division, or ABC, of the Mississippi Department of Revenue. IP Biloxi is located in an area designated as a special resort area, which allows the property to serve alcoholic beverages on a 24-hour basis. If the ABC laws are violated, the ABC has the full power to limit, condition, suspend or revoke any license for the serving of alcoholic beverages or to place such licensee on probation with or without conditions. Any such disciplinary action could (and revocation would) have a significant adverse effect upon us and our business, financial condition and results of operations. Certain of our officers and managers at IP Biloxi must be investigated by the ABC in connection with our liquor permits and changes in certain key positions must be approved by the ABC. In 2018, the Mississippi Legislature enacted legislation establishing a statewide lottery. The sale of lottery tickets is subject to the licensing, control and regulation of the Mississippi Lottery Corporation. IP Biloxi has obtained a retailer permit for the sale of lottery tickets at the casino property. After PASPA was overturned in May 2018, the Mississippi Commission promulgated rules authorizing retail and on-property mobile sports wagering. Sports wagering was interpreted to fall under the gaming activities permitted by state law, eliminating the need for the authorizing legislation. In August 2018 sports wagering launched in Mississippi. Missouri Conducting gambling activities and operating a riverboat gaming facility in Missouri are subject to extensive regulation under Missouri’s Riverboat Gambling Act and the rules and regulations promulgated thereunder. The Missouri Gaming Commission (the “Commission”) was created by the Missouri Riverboat Gambling Act and is charged with regulatory authority over riverboat gaming operations in Missouri, including the issuance of gaming licenses to owners, operators, suppliers and certain affiliates of riverboat gaming facilities. In August 2018, the Commission issued Boyd Gaming Corporation a Class A riverboat gaming license in connection with its proposed acquisition of Ameristar Casino Kansas City, LLC and Ameristar Casino St. Charles, LLC. In addition, the Commission approved the company’s petition for approval of transfer of interest and change in control to allow for the proposed acquisition to close in October 2018. This acquisition resulted in the company operating two casino properties in Missouri, one in Kansas City and one in St. Charles, through these acquired subsidiaries. Each of the acquired subsidiaries maintains a Class B riverboat gaming license issued by the Commission which allows for the operation of the casino properties. In order to obtain a license to operate a riverboat gaming facility, the proposed operating business entity must complete a Riverboat Gaming Application form requesting a Class B License. In order to obtain a license to own and/or control a Class B Licensee as its ultimate holding company, a company must complete a Riverboat Gaming Application form requesting a Class A License. The Riverboat Gaming Application form is comprised of comprehensive questions regarding the nature and suitability of the applicant. Applicants who submit the Riverboat Gaming Application form requesting either a Class A or Class B License undergo an extensive background investigation by the Commission. In addition, each key person associated with the applicant (including directors, officers, managers and owners of a significant direct or indirect interest in the Class A or Class B License applicant) must complete a Key Person and Level 1 Application (Personal Disclosure Form 1) and undergo a substantial background investigation. Certain key business entities closely related to the applicant must undergo a similar application process and background check. An applicant for a Class A or Class B License will not receive or be allowed to retain a license if the applicant and its key persons, including key business entities, have not established and maintained good repute and moral character. No licensee shall either employ or contract with any person who has pled guilty to, or been convicted of, a felony, to perform any duties directly connected with the licensee’s privileges under a license granted by the Commission. Each Class B License granted entitles a licensee to conduct gambling activities at a specific riverboat gaming operation. Each Class A License granted entitles the licensee to develop and operate a Class B licensee or, if authorized, multiple Class B licensees. The duration of both the Class A and Class B License initially runs for two one-year terms; thereafter, for four-year terms. In conjunction with the renewal of each license, the Commission requires the filing of a Riverboat Gaming Renewal Application form and renewal fees. In conjunction with each renewal, the Commission may conduct an additional investigation of the licensee with specific emphasis on new information provided in the Riverboat Gaming Renewal Application form. The Commission also possesses the right to periodically conduct a comprehensive investigation on any Class A, Class B, supplier or key person licensee since the date on which the last comprehensive investigation was conducted. The Commission also licenses the serving of alcoholic beverages on riverboats and related facilities operated by the Class A or Class B. In determining whether to grant and allow the continued possession of a gaming license, the Commission considers the following factors, among others: (i) the integrity of the applicant; (ii) the types and variety of games the applicant may offer; (iii) the quality of the physical facility, together with improvements and equipment; (iv) the financial ability of the applicant to develop and operate
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the facility successfully; (v) the status of governmental actions required by the facility; (vi) the management ability of the applicant; (vii) compliance with applicable statutes, rules, charters and ordinances; (viii) the economic, ecological and social impact of the facility as well as the cost of public improvements; (ix) the extent of public support or opposition; (x) the plan adopted by the home dock city or county; and (xi) effects on competition. A licensee is subject to the imposition of penalties, suspension or revocation of its license for any act that is injurious to the public health, safety, morals, good order and general welfare of the people of the State of Missouri, or that would discredit or tend to discredit the Missouri gaming industry or the State of Missouri, including without limitation: (i) failing to comply with or make provision for compliance with the legislation, the rules promulgated thereunder or any federal, state or local law or regulation; (ii) failing to comply with any rules, order or ruling of the Commission or its agents pertaining to gaming; (iii) receiving goods or services from a person or business entity who does not hold a supplier’s license but who is required to hold such license by the legislation or the rules; (iv) being suspended or ruled ineligible or having a license revoked or suspended in any state or gaming jurisdiction; (v) associating with, either socially or in business affairs, or employing persons of notorious or unsavory reputation or who have extensive police records, or who have failed to cooperate with any officially constituted investigatory or administrative body and would adversely affect public confidence and trust in gaming; (vi) employing in any Missouri gaming operation any person known to have been found guilty of cheating or using any improper device in connection with any gambling game; (vii) use of fraud, deception, misrepresentation or bribery in securing any license or permit issued pursuant to the legislation; (viii) obtaining any fee, charge or other compensation by fraud, deception or misrepresentation; and (ix) incompetence, misconduct, gross negligence, fraud, misrepresentation or dishonesty in the performance of the functions or duties regulated by the Missouri Riverboat Gambling Act.
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Any transfer or issuance of ownership interests in a publicly held gaming licensee or its holding company that results in an entity or group of entities acting in concert owning, directly or indirectly, an aggregate ownership interest of 5% or more in the gaming licensee must be reported to the Commission within seven days. Further, any pledge or hypothecation of, or grant of a security interest in, 5% or more of the ownership interest in a publicly held gaming licensee or its holding company must be reported to the Commission within seven days. The Commission will impose certain licensing requirements upon a holder of an aggregate ownership interest of 5% or more in a publicly-traded Missouri Class A or Class B licensee, unless such holder applies for and obtains an institutional investor exemption in accordance with the Missouri gaming regulations. The Executive Director of the Commission may grant a waiver to an institutional investor that holds up to 10% of the outstanding equity of the Missouri licensee. The Commission itself may grant a waiver to an institutional investor that holds up to 20% of the outstanding equity of the Missouri licensee. No investor may increase holdings above 25% without triggering a change in control that requires prior approval by the Commission. The Commission may grant a petition to approve a change in control if the petitioner proves that (i) the transfer is in the best interest of the state of Missouri and would have no potential to affect suitability of the gaming operation; (ii) the transfer is not injurious to the public health, safety, morals, good order, or general welfare of the state; (iii) it would have no material negative competitive impact; and (iv) it would not potentially result in any significant negative changes in the financial condition of the licensee. In addition, any sale, transfer or lease of the Class B’s real estate (outside of the normal course of business) shall trigger a change in control that requires prior approval by the Commission. The petition to approve a change in control in such an instance will be considered by the Commission using the same criteria set forth above for an ownership interest change in control. Every employee participating in a riverboat gaming operation must hold an occupational license. In addition, the Commission issues supplier’s licenses, which authorize the supplier licensee to sell or lease gaming equipment and supplies to any licensee involved in the operation of gaming activities. Class A and Class B licensees may not be licensed as suppliers. Riverboat gaming activities may only be conducted on, or within 1,000 feet of the nearest edge of the main channel of, the Missouri River or Mississippi River. Minimum and maximum wagers on games are set by the licensee, and wagering may be conducted only with a cashless wagering system, whereby money is converted to tokens, electronic cards or chips that can only be used for wagering. No person under the age of 21 is permitted to wager, and wagers may only be taken from a person present on a licensed excursion gambling boat. The Missouri Riverboat Gambling Act imposes a 21% wagering tax on adjusted gross receipts (generally defined as gross receipts less winnings paid to wagerers) from gambling games. The tax imposed is to be paid by the licensee to the Commission on the day after the day when the wagers were made. Of the proceeds of the wagering tax, 10% of such proceeds go to the local government where the home dock is located, and the remainder goes to the State of Missouri. The Missouri Riverboat Gambling Act also requires that licensees pay a two-dollar admission tax to the Commission for each person admitted to each two hour synthetic gaming excursion; no Missouri casinos actually offer excursions currently. One dollar of the admission fee goes to the State of Missouri, and one dollar goes to the home dock city in which the licensee operates. The licensee is required to maintain public books and records clearly showing amounts received from admission fees, the total amount of gross receipts and the total amount of adjusted gross receipts. In addition, all local income, earnings, use, property and sales taxes are applicable to licensees. Our Ameristar properties in Missouri opened retail sportsbooks on December 1, 2025, pursuant to rules and regulations adopted by the Missouri Gaming Commission as result of the November 2024 adoption of a constitutional amendment to authorize sports wagering. The initiative that amended the Missouri Constitution to authorize retail sports wagering at casinos and certain areas in professional sports districts also authorizes each casino owner and certain professional sports teams to have one statewide interactive sports wagering license. The Company, through its affiliates and subsidiaries, also has one statewide interactive sports wagering license in Missouri that is operated by a third-party sports wagering platform provider The State of Missouri has seen an increase in illegal and “gray” market gaming which can have an impact on our casino operations there. There has been significant expansion in “No Chance Game” devices or NCGs which resemble slot machines but purport to fall outside of Missouri’s definition of illegal gaming. There have been lawsuits in various municipalities in Missouri to determine the illegality of NCGs. A Franklin County lawsuit determined that NCGs were illegal gaming yet various similar lawsuits brought by other prosecutors have been dismissed. No definitive state-wide law or court precedent has developed to clarify the illegality of NCGs. As the Missouri Gaming Commission only maintains jurisdiction over legal gaming, there have been issues across the state with inconsistent enforcement of the state statute on illegal gaming allowing for both NCGs and clearly illegal games to spread. The Missouri Gaming Association along with various general assembly members have proposed and supported bills to allow for greater clarity and enforcement of NCGs and illegal games. For the past four years, these bills have not passed, in part due to opposition to various groups pushing for video lottery terminals or other forms of distributed gaming in Missouri. In addition to the bills regarding illegal gaming, from time to time, there have been several proposed bills pending before the Missouri General Assembly or through initiative petition which, individually or in combination, if adopted, would (1) adjust the amount of wagering tax imposed on adjusted gross receipts of licensees (2) allow for a ballot measure to amend the Missouri Constitution to allow additional riverboat gaming facilities with a focus on additional casinos at or near the Lake of the Ozarks and/or (3) establish the Missouri Video Lottery Control Act which would authorize video gaming terminals in bars, restaurants,
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veterans/fraternal halls and truck stops similar to the Illinois Video Gaming Act. Currently, there are numerous bills pending before the Missouri General Assembly for the expansion of gaming in the state. Iowa Our Diamond Jo and Diamond Jo Worth operations are subject to Chapters 99D and 99F of the Iowa Code and the regulations promulgated under those Chapters, and the licensing and regulatory control of the Iowa Racing and Gaming Commission (“IRGC” or “Commission”). Our licenses held by Diamond Jo, LLC (“DJL”) and Diamond Jo Worth, LLC, (“DJW”) are subject to annual renewal and are further dependent upon successful annual license renewal of our respective “qualified sponsoring organizations,” Dubuque Racing Association, Ltd. (“DRA”) and Worth County Development Authority (“WCDA”). The legislation permitting gambling in Iowa authorizes the granting of licenses to conduct gambling games to “qualified sponsoring organizations.” A “qualified sponsoring organization” is defined as a nonprofit corporation organized under Iowa law, whether or not exempt from federal taxation, or a person or association that can show to the satisfaction of the Commission that the person or association is eligible for exemption from federal income taxation under Sections 501(c)(3), (4), (5), (6), (7), (8), (10) or (19) of the Internal Revenue Code. Such nonprofit corporation may operate the excursion gambling boat or gambling structure itself, or it may enter into an agreement with another operator to operate the boat or structure on its behalf. An operator must be approved and licensed by the Commission.
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Diamond Jo, LLC & Dubuque Racing Association, Ltd. DRA, a nonprofit corporation originally organized for the purpose of operating a pari-mutuel greyhound racing facility in Dubuque, Iowa, first received an excursion gambling boat license in 1990 and has been licensed as the “qualified sponsoring organization” of the Diamond Jo Casino since March 18, 1993. DRA entered into an operating agreement (the “DRA Operating Agreement”) with Greater Dubuque Riverboat Entertainment Company, L.C., the previous owner and operator of the Diamond Jo Casino, authorizing Greater Dubuque Riverboat Entertainment Company, L.C. to operate excursion gambling boat gaming operations in Dubuque. The Commission approved the DRA Operating Agreement on March 18, 1993. Our licensed operator DJL assumed the rights and obligations of Greater Dubuque Riverboat Entertainment Company, L.C. under the DRA Operating Agreement. During 2005, the DRA Operating Agreement was amended to provide for, among other things, the extension of the agreement through December 31, 2018. The Agreement also authorized the DRA to operate up to 1,500 gaming positions at Mystique, a greyhound racetrack that DRA operates under a separate license. On November 13, 2014, the Commission approved a request by DRA to conduct gambling games at a gambling structure instead of a racetrack enclosure effective January 1, 2015. This change was in response to a 2014 statutory amendment allowing DRA to maintain a license to conduct gambling games at Mystique without the requirement of scheduling performances of live dog races. DJL pays the DRA 4.5% of DJL’s adjusted gross receipts (the gross receipts less winnings paid to wagerers) from gaming operations of DJL. In 2017, the DRA and DJL executed an Amended and Restated Operating Agreement, effective January 1, 2019, that extends the term through December 31, 2030. In 2007, DJL entered into an Amended and Restated Port of Dubuque Public Parking Facility Development Agreement with the City of Dubuque, Iowa (“the City”). Pursuant to that agreement, DJL agreed to and has now completed construction of a land-based casino of not less than one hundred forty thousand (140,000) square feet of floor space. DJL is obligated to pay the full property taxes on the casino development and valuation of the property is subject to a minimum assessment agreement. DJL further agreed to escrow funds for the City to construct a parking facility. The parking garage has been completed and DJL is obligated to pay the reasonable and necessary actual operating costs incurred by the City for the operation, security, repair and maintenance of that Public Parking Facility and to contribute $80 per parking space (adjusted by the Consumer Price Index) annually to a Sinking Fund from which certain of those expenses are withdrawn. As part of that agreement, the City agreed to make the parking garage available for public use 24 hours/day and 7 days/week subject to certain emergency situations. The parking garage was largely funded through tax increment financing over a 30-year period and the parking agreement between the City and DJL continues for the life of the Public Parking Facility. The development agreement was amended June 11, 2009 to provide parking privileges in the public parking facility for DJL’s customer valet parking and for certain management personnel. The amended agreement terminates June 18, 2029. Diamond Jo Worth, LLC & Worth County Development Authority The WCDA, a nonprofit corporation, was organized on July 14, 2003 for the purpose of serving as a “qualified sponsoring organization” for an excursion gambling boat licensed in Worth County, Iowa. Pursuant to an operating agreement with the WCDA (the “WCDA Operating Agreement”), DJW is entitled to own and operate a gambling facility in Worth County, Iowa. As the “qualified sponsoring organization” for DJW, WCDA receives 5.76% of DJW’s adjusted gross receipts from gaming operations. An Amendment to the WCDA Operating Agreement was entered into on October 7, 2014 and was approved by the Commission on November 13, 2014. This First Amendment to Amended and Restated Operator’s Agreement provided for a continuation of the operating agreement until March 31, 2025 with DJW having the right to renew for succeeding ten-year periods thereafter. In February 2025, DJW renewed its agreement with WCDA for another ten-year period that runs until March 31, 2035. Under Iowa law, a license to conduct gaming may be issued in a county only if the county electorate has approved the gaming. The electorate of Dubuque County, Iowa, which includes the City of Dubuque, approved gaming on May 17, 1994, by referendum, with 80% of the electorate voting in favor of gaming conducted by DJL. The electorate of Worth County, Iowa, approved gaming on June 24, 2003, by referendum, including gaming conducted by DJW, with 75% of the electorate voting in favor. In 2011, the legislature amended the law to remove the requirement for referendums to be conducted every eight years if a proposition to operate gambling games is approved by a majority of the county electorate voting on the proposition in two successive elections. Because both Dubuque County and Worth County have had two successive referendums approving the proposition allowing for the operation of gambling games, no further referendums approving a proposition to operate gambling games are required for DJL and DJW. Under Iowa law, the legal age for gaming is 21 years of age, and wagering on a “gambling game” is legal when conducted by a licensee on the gaming floor of an “excursion gambling boat” or a "gambling structure." An “excursion gambling boat” is an excursion boat or moored barge and a "gambling structure" is any man-made stationary structure that does not contain a race track and is approved by the Commission. A “gambling game” is any game of chance authorized by the Iowa Racing and Gaming Commission. In July 1995, legislation was enacted requiring the Commission to cooperate with the gambler’s self-exclusion program and to incorporate information regarding the program and its toll-free telephone number in printed materials distributed by the Commission. It also provided that, as a condition of licensing, the Commission could require licensees to have information on the program available in a conspicuous place.
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Legislation enacted in May 2004, and subsequently amended in 2017, required licensees to establish a voluntarily exclusion program, whereby persons may voluntarily ban themselves from the gaming floor of all licensed facilities under Iowa Code Chapter 99F for an initial period of five years or life and that person can then make subsequent requests to be excluded from the gaming floor for five years or life. This process also requires the licensee to disseminate information regarding persons voluntarily excluded to all other licensees. The 2004 legislation also prohibited cash and credit devices in the wagering area or on the gaming floor and required that the CPA conducting the annual audit be selected by the board of supervisors of the licensee’s county and required that new operating agreements between a qualified sponsoring organization and an operator provide for a minimum distribution for charitable purposes to average at least three percent of the adjusted gross receipts for each license year. A substantial amount of all resources and goods used in the operation of an excursion gambling boat must emanate from and be made in Iowa. Also, as a condition of granting a license, the licensee must make every effort to ensure a substantial number of staff and entertainers are Iowa residents and reserve a section for promotion and sale of arts, crafts, and gifts native to and made in Iowa. Substantially all of DJL’s and DJW’s material transactions are subject to review and approval by the Commission. All contracts or business arrangements, verbal or written, with any related party or in which the term exceeds three years or the total value of the contract exceeds $100,000 in a calendar year are agreements that qualify for submission to and approval by the Commission subject to certain limited exceptions. The agreement must be submitted within 30 days of execution and approval must be obtained prior to implementation unless the agreement contains a written clause stating that the agreement is subject to Commission approval. Additionally, contracts negotiated between DJL or DJW and a related party must be accompanied by economic and qualitative justification.
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We must submit detailed financial, operating and other reports to the Commission. We must file weekly gaming reports indicating adjusted gross receipts received from gambling games. Additionally, we and our qualified sponsoring organizations must file annual audited financial statements covering all financial activities related to our operations for each fiscal year. We must also keep detailed records regarding our equity structure and owners. Iowa has a graduated wagering tax on excursion gambling boat and gambling structure gaming equal to 5% of the first one million dollars of adjusted gross receipts, 10% on the next two million dollars of adjusted gross receipts and 22% on adjusted gross receipts of more than three million dollars. In addition, Iowa excursion gambling boats and gambling structures share equally in costs of the Commission and related entities to administer gaming in Iowa. Iowa legalized sports wagering and fantasy sports contests in 2019. Both DJL and DJW are licensed to operate sports wagering through retail sports books at our properties and through statewide mobile sports wagering platforms. The Commission has approved both properties' use of third parties to operate their retail sports books and their statewide mobile sports wagering platforms. Both retail and online sports wagering launched in August 2019. In February 2025, the Commission voted to issue a new casino license to the Linn County Gaming Association and Cedar Rapids Development Group for the $270 million Cedar Crossing Casino in Cedar Rapids, Iowa. The casino is expected to open on or about December 31, 2026. Cedar Rapids is approximately 62 miles from Dubuque and the opening of a casino there may impact DJL. From time to time, various proposals have been introduced and may be introduced in future sessions of the Iowa legislature that, if enacted, would affect the taxation, regulation, operation or other aspects of the gaming industry or Boyd Gaming. Some of this legislation, if enacted, could adversely affect the gaming industry or Boyd Gaming, and no assurances can be given as to whether such legislation or similar legislation will be enacted. If the Commission decides that a gaming law or regulation has been violated, the Commission has the power to assess fines, revoke, or suspend licenses or to take any other action as may be reasonable or appropriate to enforce the gaming rules and regulations. In addition, annual license renewal is subject to, among other things, continued satisfaction of suitability requirements. We are required to notify the Commission as to the identity of, and may be required to submit background information regarding, each director, corporate officer and owner, partner, joint venture, trustee or any other person who has a beneficial interest, direct or indirect, in DJL or DJW. The Commission may also request that we provide them with a list of persons holding beneficial ownership interests in DJL or DJW. For purposes of these rules, “beneficial interest” includes all direct and indirect forms of ownership or control, voting power or investment power held through any contract, lien, lease, partnership, stockholding, syndication, joint venture, understanding, relationship, present or reversionary right, title or interest, or otherwise. The Commission may limit, condition, suspend or revoke the license of a licensee in which a director, corporate officer or holder of a beneficial interest is found to be ineligible as a result of want of character, moral fitness, financial responsibility, or professional qualifications or due to failure to meet other criteria employed by the Commission. If the Commission were to find an officer, director or key employee unsuitable for licensing or unsuitable to continue having a relationship with us or DJL or DJW, all relationships with such person would have to be severed. If any gaming authority, including the Commission, requires any person, including a holder of record or beneficial owner of securities or holder of a “beneficial interest", to be licensed, qualified or found suitable, the person must apply for a license, qualification or finding of suitability within the time period specified by the Commission. The person would be required to pay all costs of obtaining the license, qualification or finding of suitability. If a holder of record of or holder of a “beneficial interest” in the licensee is required to be licensed, qualified or found suitable and is not licensed, qualified or found suitable by the Commission within the applicable time period, membership interests or “beneficial interests” as the case may be, must be redeemed or transferred to a person or entity that is licensed, qualified or found suitable or the gaming license could be adversely affected, including revocation. Kansas Gaming Regulation On January 14, 2011, the State of Kansas gave its final approval to develop, construct and manage a casino in the South Central Gaming Zone. On December 17, 2011, the Kansas Racing and Gaming Commission (“KRGC”) gave its Final Certification to open the Kansas Star Casino, which then opened to the public on December 20, 2011. On October 15, 2012, the Kansas Lottery consented to and approved the assignment/transfer of the ownership and control of the Lottery Gaming Management Facility Contract (“Management Contract”) and the Kansas Star Casino to Boyd Gaming Corporation. On November 16, 2012, the KRGC issued its certification and approved Boyd Gaming Corporation as the Gaming Manager for the South Central Zone. Pursuant to the terms of the Management Contract, the State retains 22%-26% of gross gaming revenue, based on a tiered revenue structure. In addition, 3% is paid to the City of Mulvane and Sumner County and 2% is paid to the Problem Gaming and Addiction Grant Fund. Kansas Star Casino and the Kansas Lottery Commission entered into an agreement in July 2023 to revise and renew the Management Contract for an additional 15-year term commencing December 20, 2026. Kansas Star Casino receives the balance of gross gaming revenue, as well as all non-gaming revenue. Kansas Star Casino provides $1.5 million annually to a county fund to support education in the region and $100.00 to each Sumner County student grades K-12 for school supplies plus $1,000.00 to each Sumner County student pursuing post-secondary endeavors per the terms of the original Management Contract.
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The state gaming regulations in Kansas provide for four (4) designated gaming zones, with a single state sanctioned casino to be located in each such zone. Kansas regulations authorize gaming operations through the execution of management contracts between the State of Kansas and commercial gaming managers. The Management Contract confers the exclusive right to manage a lottery gaming business in a designated gaming zone for a period of 15 years from commencement of operations. It provides the Lottery Gaming Facility Manager (the “Gaming Manager”) the right to own and develop all of the assets of the casino and related amenities (except for lottery facility games, including slot machines and table games) and manage the Lottery Gaming Facility on behalf of the State of Kansas. Subject to the approval of the Executive Director of the Kansas Lottery, the Gaming Manager purchases the lottery facility games on behalf of the State of Kansas and title to the lottery facility games is placed in the name of the State of Kansas for the duration of the Management Contract. If this Management Contract were to eventually expire, title to these games would be transferred to the Gaming Manager, if legally permitted, or the games would be sold and the State of Kansas would convey the residual value of such games to the Gaming Manager. The Management Contract also provides the Gaming Manager and the Kansas Lottery with discretion to renew the Management Contract or to negotiate a new Management Contract provided the new Management Contract contains substantially the same terms as contained in the existing Management Contract and compels the parties to negotiate in good faith. Kansas law additionally allows for the development of racetrack gaming facilities in three of the gaming zones, the Northeast Zone, the South Central Zone and the Southeast Zone. These facilities would be allowed to place up to 2,200 slot machines between the three tracks, provided the public in each Gaming Zone approved the expansion of gaming into racetrack facilities. On August 7, 2007, voters in Sedgwick County, Kansas rejected the expansion of gaming to the Wichita Greyhound Park in Park City, Kansas. The Wichita Greyhound Park is located in the South Central zone. Given the relatively high tax rate and race requirements for racetrack gaming facilities in Kansas, no proposals to establish slots at either of the other gaming zones have been received and the other two racetracks (the Woodlands in Kansas City, Kansas and Camptown in Frontenac, Kansas) have been closed for many years. The Gaming Manager is subject to regulation by both the Kansas Lottery Commission and the KRGC. These regulations require the Gaming Manager to comply with strict operating, accounting and audit procedures. Additionally, pursuant to the Management Contract, the Executive Director of the Kansas Lottery has approval rights over certain operational areas such as advertising, promotions and marketing materials as well as the purchase, lease, sale or transfer of lottery facility games. Pursuant to the Expanded Lottery Gaming Act, the Gaming Manager, together with all officers, directors, key employees and persons owning directly or indirectly 0.5% or greater interest in a Gaming Manager are required to be certified by the KRGC. Such certification requires the Gaming Manager, entities and individuals to submit to a background investigation, and includes compliance with such security, fitness and background investigations and standards as the Executive Director of the KRGC deems necessary to determine whether such person’s reputation, habits or associations pose a threat to the public interest of the state or to the reputation of or effective regulation and control of the Lottery Gaming Facility or Racetrack Gaming Facility. The KRGC has the power to assess fines, revoke or suspend licenses or to take any other action it deems necessary to comply with Kansas laws, rules and regulations. The KRGC from time to time adopts regulations it considers necessary and appropriate. Senate Bill 84 legalizing sports wagering and authorizing a Historical Horse Racing (HHR) machine facility to be developed in Sedgwick County was signed into law on May 12, 2022. The enacted legislation authorizes retail and online wagering through commercial casinos pursuant to operating contracts with the Kansas Lottery Commission. Each casino can have up to three online skins, enter into up to 50 retailer partnerships, and can request an additional skin for a partnership with a professional sports team. Retail and online sports betting launched on September 1, 2022. Senate Bill 84 also amended the Kansas Pari-Mutuel Racing Act to authorize a 1,000-unit HHR machine facility to be permitted in Sedgwick County, a key part of Kansas Star Casino’s gaming market in south central Kansas. The Company and Kansas Star Casino filed suit subsequent to the enactment of SB 84 under contractual rights and remedies included in its Lottery Facility Management Contract and the Kansas Expanded Lottery Act (KELA) related to exclusivity for commercial gaming in the South Central zone. The State of Kansas, the Company and Boyd Gaming settled claims related to the matter in July 2023. The Kansas Racing & Gaming Commission solicited applications for the HHR facility with a due date of February 28, 2023, and the Company submitted an application for its proposed Diamond Jo HHR facility in Park City, Kansas. The Kansas Racing & Gaming Commission determined in July 2023 that the Company was ineligible to be awarded the HHR permit since it is located in the same gaming zone as our Kansas Star Casino and awarded the permit to another applicant. That facility is located in Park City, Kansas, at the site of the former Wichita Greyhound Park and opened on December 15, 2025. From time to time, various proposals have been introduced and may be introduced in future sessions of the Kansas legislature that, if enacted, would affect the taxation, regulation, operation or other aspects of the gaming industry or Boyd Gaming. Some of this legislation, if enacted, could adversely affect the gaming industry or Boyd Gaming, and no assurances can be given as to whether such legislation or similar legislation will be enacted.
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Ohio Gaming Regulation Ohio has eleven (11) gaming facilities. Four of these gaming facilities are casinos and subject to the Ohio Casino Control Commission. Casino gaming was authorized in Ohio on November 3, 2009 through a voter approved Constitutional Amendment (Issue 3). The other seven (7) gaming facilities conduct video lottery terminal sales and pari-mutuel wagering as described below. Boyd Gaming Corporation, or its subsidiaries, does not conduct casino gaming in Ohio. Instead, Boyd, through a subsidiary, owns and operates Belterra Park Gaming. Belterra Park operates and conducts video lottery terminals ("VLTs") sales, and also conducts pari-mutuel wagering on horse racing. Belterra Park also sells traditional lottery games. Video Lottery Terminals VLT sales were authorized by House Bill 1 (effective 07/17/09) (the "Lottery Act"). The Governor at this time also issued an executive order authorizing VLTs at the seven (7) commercial racetracks (issued 08/18/09). Two of the VLT facilities are in Cuyahoga County with one of the facilities sharing a border with an adjoining county. Finally, one VLT facility is in each of the following counties: Franklin, Hamilton Mahoning, Montgomery, and Warren. The Lottery Act was subsequently amended by House Bill 386 (effective 06/11/12). The Lottery Act authorized Lottery to implement VLT sales and regulation through administrative code regulations which were originally effective on 08/18/09 (the "Lottery Regulations"). The Lottery Regulations have been amended numerous times since original enactment and can be found in Ohio Administrative Code Section 3770:2. Currently, video lottery sales can only be conducted at a commercial horse racing facility that has been issued a permit by the Ohio State Racing Commission. The Ohio Lottery Commission ("Lottery") licenses and regulates VLTs at seven (7) facilities in the state including Belterra Park. Lottery regulation restricts the number of authorized video lottery licenses to seven (7) for ten years from the issuance of the first video lottery sales agent license. The first VLT facility opened on June 1, 2012. To conduct VLT sales, an applicant must be issued a video lottery license as a video lottery sales agent. An applicant must pay applicable application and license fees. Each initial licensed video lottery licensee was required to invest $150 Million in the VLT and racing facilities. A video lottery license is valid for three (3) years and Belterra Park's license expires on April 28, 2026. Annual disclosures are required. A license may be renewed by the Lottery. Video lottery licenses are not transferable for five years from the initial issuance of an operating license unless the Director permits a license transfer to protect the public interest and trust. A video lottery sales agent receives 66.5% commission of video lottery terminal income through Lottery regulation. Up to 1% can be dedicated to support problem gaming also through Lottery Regulation. Video lottery sales agent employees are required to be licensed prior to being involved in gaming activity. The Lottery has the following license categories for such employees: key gaming employees, gaming employees and non-gaming employees. Key gaming employees may be provided temporary licenses if approved by the Director. No person may own, directly or indirectly, more than five (5) percent in a video lottery applicant or licensee without notice and ultimate approval by Lottery unless such person is a qualifying institutional investor. An institutional investor who owns five (5) percent to fifteen (15) percent may be exempt from suitability review upon submitting to the director sufficient documentation and certifications. However, the Director of the Lottery may determine that any person affiliated with a video lottery applicant or video lottery sales agent must submit to background checks and suitability reviews. Lottery has authority to audit and inspect video lottery sales agent facilities. Belterra Park is required to comply with all aspects of the Lottery Act including all rules, regulations, policies and directives of the Lottery, and all terms and conditions of the license. Failure to comply may subject the video lottery sales agent's video lottery license to suspension or revocation, or monetary penalties. If Lottery were to find an officer, director, key employee or other licensee or applicant unsuitable for licensing or unsuitable to continue having a relationship with Belterra Park, Belterra Park would have to sever all relationships with such person. In addition, the Lottery may require Boyd Gaming or Belterra Park to terminate the employment of any person who refuses to file appropriate applications. Video lottery sales agents may only have twenty-five hundred (2,500) VLTs unless otherwise approved by the Director. Video lottery participants must be twenty one (21) to wager on video lottery terminals. Projected average return to video lottery participants must be eighty give (85) percent or more. Video lottery sales agents receive a commission of sixty-six and one-half (66.5) percent of video lottery terminal sales, but a portion goes to support problem gaming. Lottery keeps the remainder to support education of the state. Pari-mutuel wagering
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Pari-mutuel wagering on horse racing was first authorized in 1933 by the Ohio General Assembly. Commercial horse racing is permitted and regulated pursuant to Ohio Revised Code Chapter 3769 and Ohio Administrative Code Chapter 3769 (collectively the "Horse Racing Act"). The Horse Racing Act is dedicated to the protection, preservation and promotion of horse racing and its related industry.
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The Ohio State Racing Commission ("Racing Commission") permits and regulates horse racing at seven (7) commercial facilities in the state which currently are at the same facilities as the VLT facilities. The Horse Racing Act requires a racing permit only for a corporation that holds, conducts, assists, or aid and abets in holding or conducting any meetings, at which horse racing is permitted for any stake, purse, or award. The Racing Commission licenses all industry participants and regulated pari-mutuel wagering. To conduct pari-mutuel wagering at horse racing facilities, an applicant must be issued a permit annually. An applicant must pay applicable permit fees and applications are due by August 15 of each year for the upcoming calendar year. A permit may be renewed by the Racing Commission. Racing permits are not transferable without approval of the Racing Commission. Persons participating in racing are required to be licensed by the Racing Commission. The Racing Commission has authority to audit and inspect the racing facilities. Belterra Park is required to comply with all aspects of the Horse Racing Act including all rules, regulations, policies and directives of the Racing Commission, and all terms and conditions of the license. Failure to comply may subject the video lottery sales agent's video lottery license to suspension or revocation, or monetary penalties. Ohio has taxed pari-mutuel wagering on horse racing since 1933. In 1981, the horse racing tax was expanded to include “exotic” wagering - meaning all bets made on placements other than win, place or show. An additional tax on pari-mutuel wagering is also levied for the municipal corporation or township in which racing takes place, intended as a reimbursement for expenses incurred due to racing meets. • Tax Base- The base of the tax includes the: ◦ Amount wagered each day on all pari-mutuel racing. ◦ Amount wagered each day on exotic bets. ◦ Total amount wagered at each horse racing meeting of a permit holder. • Rates- Pari-mutuel wagering tax: The tax rates on daily pari-mutuel wagering are as follows: Amount wagered daily Rates ◦ First $200,000 1.0% ◦ Next $100,000 2.0% ◦ Next $100,000 3.0% ◦ Over $400,000 4.0% In addition to the pari-mutuel tax, a special tax of 3.5% applies to daily wagering on results other than win, place or show. There is an additional pari-mutuel wagering tax as follows which is capped at $15,000 per meet: Total wagering per meet Rates ◦ Less than $5 million 0.10% ◦ 45 million or more 0.15% Sports Wagering Sports wagering was legalized in 2021 at commercial casinos and racinos, professional sports arenas, and at up to 19 other retail locations. Limited sports wagering can be offered via kiosks in licensed bars and restaurants. Statewide mobile sports wagering is authorized through casinos and racinos and professional sports franchises through partners. Belterra Park, through licensure and approval by the Ohio Casino Control Commission, holds a Type A Sports Gaming Proprietor License for statewide mobile sports wagering, and a Type B Sports Gaming Proprietor License for a retail sports book. Belterra Park, with the approval of the Ohio Casino Control Commission, has contracted with third parties as management services provider for the conduct of both statewide mobile sports wagering and retail sports wagering. Sports wagering launched in Ohio on January 1, 2023. Liquor Belterra Park is also subject to the jurisdiction and regulation of the Ohio Division of Liquor Control ("Liquor Control") for the liquor sales conducted at the property. Liquor Control issues permits to Belterra Park to conduct liquor sales and regulates liquor sales along with the Ohio Liquor Control Commission and the Ohio Department of Public Safety. Changes in such laws, regulations and procedures could have an adverse effect on our gaming operations and our business, financial condition and results of operations.
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Pennsylvania The ownership and operation of casinos in Pennsylvania - including the Valley Forge Casino Resort that is owned and operated by our wholly-owned subsidiary, Valley Forge Convention Center Partners, LLC (the “PA Subsidiary”) - are subject to extensive state regulation under the Pennsylvania Race Horse Development and Gaming Act, as amended, (4 Pa. C.S. §§ 1101 et seq.) and the regulations set forth in Title 58, Part VII of the Pennsylvania Code, (collectively referred to herein as the “Pennsylvania Act”). The primary objective of the Pennsylvania Act is to protect the public through regulation and policing of all activities involving gaming. Secondary objectives of the Pennsylvania Act include the generation of license fees and tax revenue for state and local government, tourism promotion, economic development, and promotion of the horse racing industry. The Pennsylvania Act vests the Pennsylvania Gaming Control Board (“PGCB”) with general and sole regulatory authority over the conduct of casino gaming and related activities, which includes interactive gaming and sports wagering under the amendments to the Pennsylvania Act enacted in 2017. The PGCB was formed in 2004 and consists of seven voting members; three of whom are appointed by the governor and four of whom are appointed by the leadership of the Pennsylvania General Assembly. The PGCB grants various licenses, certificates, and other approvals, including, without limitation: • Slot machine licenses that authorize a holder to make slot machines available to play in accordance with the Pennsylvania Act; • Table games operation certificates that authorize a holder to make table games available to play in accordance with the Pennsylvania Act; • Interactive gaming certificates that authorize a holder to conduct interactive gaming directly or through a licensed interactive gaming operator in accordance with the Pennsylvania Act; and • Sports wagering certificates that authorize a holder to conduct sports wagering directly or through a licensed sports wagering operator in accordance with the Pennsylvania Act. A slot machine license and the three other certificates listed above are required for casinos to offer slot machines, table games, interactive games and sports wagering. Each license or certificate has statutory and regulatory conditions that applicants must satisfy by clear and convincing evidence. In addition, persons with material relationships to, or material involvement with Boyd Gaming or the PA Subsidiary, including officers, directors and certain key employees, are required to apply to the PGCB for and maintain principal licenses and key employee licenses in accordance with the Pennsylvania Act. Any person with a beneficial ownership interest in Boyd Gaming of 5% or more must also apply for and obtain a principal license. Institutional investors, as defined in the Pennsylvania Act, that hold a beneficial ownership interest in Boyd Gaming of less than 20% which file and remain eligible to file a statement of beneficial ownership on Schedule 13G with the U.S. Securities and Exchange Commission may qualify for an institutional investor waiver in lieu of full licensure as a principal. If the PGCB were to find an officer, director, key employee or beneficial owner unsuitable for licensing or unsuitable to continue having a relationship with Boyd Gaming or the PA Subsidiary, Boyd Gaming and the PA Subsidiary would have to sever all relationships with such officer, director, key employee or beneficial owner. All applicants to the PGCB must pay upfront fees for the issuance of the license or certificate and, for licenses and certain certificates, a periodic renewal fee. The PA Subsidiary has applied for, obtained and paid the requisite license fee for the license and certificates that authorize slot machines, table games, interactive games and sports wagering, each of which has been issued by the PGCB subject to customary regulatory conditions. Pennsylvania has sixteen operating casinos throughout the state, with one additional licensed casino under development. Among the potential casinos, six licenses have been issued to existing horse racetracks (Category 1), five licenses have been issued to stand-alone casinos (Category 2), two licenses have been issued to well-established hotel resorts (Category 3), five licenses have been issued to ancillary casinos (Category 4). The Pennsylvania Act was amended on January 7, 2010, which amendment allowed the Category 1 and Category 2 casinos to offer up to 250 table games, while Category 3 casinos were limited to offer a maximum of 50 table games. The Pennsylvania Act was amended again on October 30, 2017, which amendment authorized ancillary casinos (Category 4) to operate between 300 and 750 slot machines and initially up to 30 table games (expandable to 40 table games after one year of operation), and further authorized Category 3 casinos to add up to 250 additional slot machines (over and above the previously authorized number of 600 machines) for a $2.5 million fee and up to 15 table games (over and above the previously authorized number of 50 table games) for a $1.0 million fee. The PA Subsidiary holds a Category 3 license and paid the $2.5 million fee in order to offer the additional 250 slot machines. Boyd Gaming and its applicable principals and key employees have been licensed by the PGCB for Boyd Gaming to own Valley Forge Casino Resort. All permits and licenses issued by the PGCB are subject to renewal every five years. An application for renewal should be submitted at least six months prior to the expiration of the permit or license. The renewal application shall include an update of the information contained in the initial and any prior renewal applications and the payment of any renewal fee required. The PA Subsidiary applied for renewal of its Category 3 license on or about March 26, 2020 and was approved for a five- year period in November 2022. Under the Pennsylvania Act, a slot machine license for which a completed renewal application has been submitted continues in effect while the renewal application remains pending. Boyd Gaming and the PA Subsidiary are required to submit detailed financial and operating reports to the PGCB on regular intervals and in advance of the occurrence of certain material financing transactions.
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If it were determined that the Pennsylvania Act was violated by Boyd Gaming or the PA Subsidiary, the gaming licenses for Valley Forge Casino Resort could be limited, conditioned, suspended or revoked, subject to compliance with certain statutory and regulatory procedures. In addition, Boyd Gaming and the persons involved could be subject to substantial fines for each separate violation of the Pennsylvania Act. Furthermore, a trustee could be appointed by the PGCB to operate Valley Forge Casino Resort.
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All licenses under the Pennsylvania Act are grants of privilege to conduct business in the state and are nontransferable. If a slot machine licensee becomes aware of any proposed or contemplated change of ownership of the slot machine licensee, they must immediately notify the PGCB. A change of ownership includes: • More than 5% of a slot machine licensee's securities or other ownership interests; • More than 5% of the securities or other ownership interests of a corporation or other form of business entity that owns directly or indirectly at least 20% of the voting or other securities or other ownership interests of the licensee; • The sale - other than in the ordinary course of business - of a licensee's assets; or • Any other transaction or occurrence deemed by the PGCB to be relevant to license qualifications. Within the PGCB is the Bureau of Investigations and Enforcement (“BIE”), Bureau of Casino Compliance (“BCC”) and the Office of Enforcement Counsel (“OEC”). BIE and OEC enforce the Pennsylvania Act and have pervasive investigative powers. BIE and OEC investigate and review all applicants and applications for a license, permit or registration. BCC and OEC also monitor gaming operations and can inspect and examine licensed facilities or online operations. A review may include the review of accounting, administrative and financial records, management control systems, procedures and other records utilized by a licensed entity. Licensees are obligated to comply with all investigations and the failure to do so may jeopardize the licensee’s ability to continue its business. The passage of Act 42 of 2017 was the largest expansion of gaming in Pennsylvania since 2004. The most significant change was the establishment of Category 4 licenses. The PGCB was initially given authorization to establish up to 10 locations, with licenses awarded via sealed bid auctions. However, no further auctions for Category 4 licenses are authorized presently which limit the number of Category 4 licenses to no more than five. In addition, Act 42 of 2017 authorized the operation of up to 5 video gaming terminals at truck stops. Further, sports wagering was authorized in anticipation of changes in applicable federal law, and Act 42 of 2017 gave the PGCB the authority to establish standards and procedures to govern sports wagering in the state. Finally, the Department of Revenue was given the authority to establish an iLottery program to sell existing products as well as internet instant games. Retail sports wagering launched in November 2018 and online sports wagering launched in May 2019. Pennsylvania iLottery launched in May 2018. Interactive casino gaming activities launched in July 2019. From time to time, various proposals have been introduced and may be introduced in future sessions of the Pennsylvania legislature that, if enacted, would affect the taxation, regulation, operation or other aspects of the gaming industry or Boyd Gaming. Some of this legislation, if enacted, could adversely affect the gaming industry or Boyd Gaming, and no assurances can be given as to whether such legislation or similar legislation will be enacted.
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Virginia The General Assembly legalized casino gaming in 2020 by the enactment of Chapter 41 of Title 58.1 of the Code of Virginia. The statute established the Virginia Lottery Board as the regulatory authority responsible for administration and oversight of casino gaming with five casino licenses authorized. Through statutory definitions and certain qualifications, one casino license was initially authorized in each of the following localities so long as local voters approved gaming in a referendum: Bristol, Danville, Norfolk, Portsmouth, and Richmond. Voters in Bristol, Danville, Norfolk, and Portsmouth all approved gaming referenda in 2020 while two separate referenda in Richmond were defeated in 2021 and 2023 respectively. The General Assembly amended Title 58.1 in 2024 to repeal Richmond’s eligibility for a casino license and made Petersburg the new location for the remaining casino license which was approved by local voters in 2024. The provisions in Virginia Code related to the Norfolk casino license provided a preference for a federally recognized Native American tribe to be the preferred casino gaming operator in the city. At the time of the General Assembly’s enactment of Chapter 41 of Title 58.1 in 2020, the Pamunkey Indian Tribe was the only federally recognized tribe in the Commonwealth of Virginia. The City of Norfolk selected the Pamunkey Indian Tribe as its preferred casino gaming operator in May 2020. The City of Norfolk subsequently certified in September 2024 Golden Eagle Consulting II, LLC, a wholly-owned entity of the Pamunkey Indian Tribal Gaming Authority as the City’s preferred casino gaming operator. Golden Eagle Consulting II, LLC was issued the license for the Norfolk casino by the Virginia Lottery Board on October 29, 2025. The Interim Gaming Hall, the temporary casino on the development site of Golden Eagle Consulting II’s permanent casino, opened on November 7, 2025. The Company, through its management and development agreements with the Pamunkey Indian Tribal Gaming Authority has certain rights and interests in Golden Eagle Consulting II’s gaming operations in Virginia. Chapter 41 of Title 58.1 of the Code of Virginia sets forth the regulatory requirements for casino licensure and operations, including the requirement that a licensee expend a minimum of $300 million for the construction of the casino establishment and to pay a $15 million fee upon issuance of the license. Chapter 41 of Title 58.1 authorizes a casino licensee to conduct gaming in a temporary casino for one year while its permanent casino gaming establishment is under construction. The Virginia Lottery Board may permit a casino licensee to conduct gaming in a temporary casino for an additional year if the Board finds that the licensee has made a good faith effort to comply with the construction schedule for its permanent facility. The Commonwealth of Virginia taxes adjusted gross casino revenue on tiered basis with the first $200 million of annual adjusted gross gaming revenue taxed at 18%, the next $200 million in annual adjusted gross gaming revenue taxed at 23%, and any additional adjusted gross gaming revenue taxed at 30% under Chapter 41 of Title 58.1 of the Code of Virginia. From time to time, various proposals have been introduced and may be introduced in future sessions of the Virginia General Assembly that, if enacted, would affect the taxation, regulation, operation or other aspects of the gaming industry or Boyd Gaming. Some of this legislation, if enacted, could adversely affect the gaming industry or Boyd Gaming, and no assurances can be given as to whether such legislation or similar legislation will be enacted.