What changed in this filing

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Item 1. Financial Statements

2025-07-30 compared with 2025-05-02 · 180 added, 128 removed, 1001 unchanged (24% of the section changed)

13 unchanged sentences

Income taxes receivable

22,080 30,005

Total current assets

19 unchanged sentences

458,278 447,415

Income taxes payable

Total current liabilities

29 unchanged sentences

Three Months Ended

Six Months Ended

(In thousands, except per share data)

$ 638,693 $ 634,131

Food & beverage

74,158 72,639

47,388 48,947

169,573 146,170

Management fee

25,146 22,245

36,607 36,389

Total revenues

991,565 960,521

Operating costs and expenses

246,123 245,686

Food & beverage

63,337 61,957

18,997 18,712

146,030 125,475

12,791 12,913

Selling, general and administrative

107,846 108,184

Master lease rent expense

28,160 27,235

Maintenance and utilities

36,725 34,744

Depreciation and amortization

68,223 62,913

Corporate expense

29,951 29,385

Project development, preopening and writedowns

( 1,522 ) 3,021

Impairment of assets

32,272 10,500

Other operating items, net

Total operating costs and expenses

791,678 741,136

Operating income

199,887 219,385

Other expense (income)

Interest income

( 808 ) ( 446 )

Interest expense, net of amounts capitalized

48,437 42,309

Total other expense, net

47,736 41,913

Income before income taxes

152,151 177,472

Income tax provision

( 41,269 ) ( 40,999 )

110,882 136,473

Net loss attributable to noncontrolling interest

Net income attributable to Boyd Gaming

$ 111,419 $ 136,473

Basic net income per common share

$ 1.31 $ 1.40

Weighted average basic shares outstanding

85,119 97,434

Diluted net income per common share

$ 1.31 $ 1.40

Weighted average diluted shares outstanding

85,136 97,479

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2 unchanged sentences

Three Months Ended

Six Months Ended

(In thousands)

$ 110,882 $ 136,473

Other comprehensive income (loss), net of tax:

2 unchanged sentences

Comprehensive income

111,308 136,405

Amounts attributable to noncontrolling interest:

2 unchanged sentences

Comprehensive income attributable to Boyd Gaming

$ 111,845 $ 136,405

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

31 unchanged sentences

81,881,988 819 — 1,350,309 ( 1,976 ) 3,217 1,352,369

Net income (loss)

— — — 151,458 — ( 1,104 ) 150,354

Fair value adjustments to available-for-sale securities

— — — — ( 211 ) — ( 211 )

Foreign currency translation adjustments

— — — — 249 — 249

Release of restricted stock units, net of tax

146,363 2 ( 8 ) ( 35 ) — — ( 41 )

Release of performance stock units, net of tax

824 — — — — — —

Shares repurchased and retired

( 1,480,106 ) ( 16 ) ( 13,384 ) ( 92,547 ) — — ( 105,947 )

Dividends declared ($ 0.18 per share)

— — — ( 14,534 ) — — ( 14,534 )

Share-based compensation costs

— — 13,392 — — — 13,392

Balances, June 30, 2025

80,549,069 $ 805 $ — $ 1,394,651 $ ( 1,938 ) $ 2,113 $ 1,395,631

Boyd Gaming Corporation Stockholders' Equity

23 unchanged sentences

95,409,736 954 — 1,755,168 ( 1,166 ) — 1,754,956

— — — 139,845 — — 139,845

Fair value adjustments to available-for-sale securities

— — — — ( 394 ) — ( 394 )

Foreign currency translation adjustments

— — — — ( 138 ) — ( 138 )

Stock options exercised

23,431 — 271 — — — 271

Release of restricted stock units, net of tax

19,837 — ( 1 ) ( 33 ) — — ( 34 )

Shares repurchased and retired

( 3,143,995 ) ( 31 ) ( 10,635 ) ( 166,756 ) — — ( 177,422 )

Dividends declared ($ 0.17 per share)

— — — ( 15,736 ) — — ( 15,736 )

Share-based compensation costs

— — 10,365 — — — 10,365

Balances, June 30, 2024

92,309,009 $ 923 $ — $ 1,712,488 $ ( 1,698 ) $ — $ 1,711,713

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

Three Months Ended

Six Months Ended

(In thousands)

Cash Flows from Operating Activities

$ 110,882 $ 136,473

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

68,223 62,913

Amortization of debt financing costs and discounts on debt

Non-cash operating lease expense

23,333 22,604

Share-based compensation expense

2 unchanged sentences

Non-cash impairment of assets

32,272 10,500

Other operating activities

( 2,417 ) 1,859

Changes in operating assets and liabilities, excluding the impact of acquisitions:

Accounts receivable, net

22,321 18,970

Prepaid expenses and other current assets

Income taxes (receivable) payable, net

39,982 40,766

Other assets, net

1,710 ( 1,770 )

Accounts payable and accrued liabilities

( 31,453 ) ( 38,460 )

Operating lease liabilities

( 23,333 ) ( 22,604 )

Other liabilities

Net cash provided by operating activities

256,393 250,729

Cash Flows from Investing Activities

Capital expenditures

( 169,893 ) ( 89,645 )

Payments received on note receivable

2 unchanged sentences

Other investing activities

( 7,287 ) ( 893 )

Net cash used in investing activities

( 250,421 ) ( 90,330 )

Cash Flows from Financing Activities

Borrowings under credit facility

808,900 364,300

Payments under credit facility

( 470,800 ) ( 413,600 )

Share-based compensation activities

( 5,961 ) ( 9,842 )

Shares repurchased and retired

( 327,997 ) ( 105,500 )

Dividends paid

( 14,665 ) ( 15,510 )

Other financing activities

Net cash used in financing activities

( 10,528 ) ( 180,189 )

Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash

Change in cash, cash equivalents and restricted cash

( 4,551 ) ( 19,892 )

Cash, cash equivalents and restricted cash, beginning of period

321,364 307,930

Cash, cash equivalents and restricted cash, end of period

$ 316,813 $ 288,038

Supplemental Disclosure of Cash Flow Information

Cash paid for interest, net of amounts capitalized

$ 45,579 $ 40,830

Cash received for interest

Cash paid (received) for income taxes

Cash paid for income taxes

Supplemental Schedule of Non-cash Investing and Financing Activities

Payables incurred for capital expenditures

$ 24,907 $ 23,172

Dividends declared not yet paid

14,745 16,262

Asset acquisition in exchange for contingent consideration

4 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

as of March 31, 2025 and December 31, 2024 and for the three months ended March 31, 2025 and 2024

as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024

______________________________________________________________________________________________________

42 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of March 31, 2025 and December 31, 2024 and for the three months ended March 31, 2025 and 2024

as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024

______________________________________________________________________________________________________

38 unchanged sentences

Three Months Ended

Six Months Ended

(In thousands)

2 unchanged sentences

16,165 15,668 31,289 30,340

2,181 2,348 3,987 4,373

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of March 31, 2025 and December 31, 2024 and for the three months ended March 31, 2025 and 2024

as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024

______________________________________________________________________________________________________

1 unchanged sentence

These gaming taxes are assessed based on our gaming revenues and are recorded in the condensed consolidated statements of operations as a gaming expense for gaming entertainment properties and online expense for Boyd Interactive operations.

Gaming taxes recorded as gaming expense totaled approximately $ 127.1 million and $ 126.7 million for the three months ended March 31, 2025 and 2024 , respectively.

Gaming taxes recorded as online expense, excluding taxes paid under collaborative arrangements (see Collaborative Arrangements below for further discussion), totaled $ 5.4 million and $ 2.5 million for the three months ended March 31, 2025 and 2024 , respectively.

Gaming taxes recorded as gaming expense totaled approximately $ 135.1 million and $ 130.2 million for the three months ended June 30, 2025 and 2024 , respectively, and were $ 262.2 million and $ 256.9 million for the six months ended June 30, 2025 and 2024 , respectively.

Gaming taxes recorded as online expense, excluding taxes paid under collaborative arrangements (see Collaborative Arrangements below for further discussion), totaled $ 5.5 million and $ 3.1 million for the three months ended June 30, 2025 and 2024 , respectively, and $ 10.9 million and $ 5.6 million for the six months ended June 30, 2025 and 2024 , respectively.

Income taxes are recorded under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

17 unchanged sentences

If applicable, accrued interest and penalties are included in other long-term tax liabilities on the condensed consolidated balance sheets.

The IRS has selected our federal corporate income tax return for the tax year ended December 31, 2021, for examination.

The IRS examination began in the second quarter of 2024.

As of March 31, 2025, there were no changes to our unrecognized tax benefits to date.

The IRS selected our federal corporate income tax return for the 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 of 2025 with no significant adjustments.

As of June 30, 2025, there were no changes to our unrecognized tax benefits to date.

Collaborative Arrangements

We hold a five percent equity ownership in and have a strategic partnership with FanDuel Group ("FanDuel"), the nation's leading sports-betting operator, to pursue sports-betting opportunities across the country, both at our gaming entertainment properties and online.

As of June 30, 2025 and December 31, 2024, we held a five percent equity ownership in and have a strategic partnership with FanDuel, the nation's leading sports-betting operator, to pursue sports-betting opportunities across the country, both at our gaming entertainment properties and online (see also Note 10, Subsequent Events ).

Subject to state law and regulatory approvals, we have established a presence in the sports wagering industry, both at our gaming entertainment properties and online, by leveraging FanDuel's technology and related services.

7 unchanged sentences

We report these gaming taxes and other expenses paid as online expense and the reimbursements we receive as online revenues.

These taxes and other payments totaled approximately $ 129.6 million and $ 116.0 million for the three months ended March 31, 2025 and 2024 , respectively.

These taxes and other payments totaled approximately $ 133.9 million and $ 103.5 million for the three months ended June 30, 2025 and 2024 , respectively, and $ 263.5 million and $ 219.5 million for the six months ended June 30, 2025 and 2024 , respectively.

Our five percent equity ownership in FanDuel is recorded at cost in accordance with the measurement alternative allowed under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 321, Accounting for Investments in Equity Securities .

4 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of March 31, 2025 and December 31, 2024 and for the three months ended March 31, 2025 and 2024

as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024

______________________________________________________________________________________________________

32 unchanged sentences

Three Months Ended

Six Months Ended

(In thousands)

1 unchanged sentence

$ 65,563 $ 61,553 $ 129,366 $ 120,376

During the three months ended March 31, 2025, 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 and equipment related to our Las Vegas Locals segment.

During the six months ended June 30, 2025 , 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 and equipment related to our Las Vegas Locals segment.

To determine the value of the long-lived asset and the resulting impairment, we utilized the income approach which focuses on the income-producing capability of the asset.

This noncash impairment charge is recorded in impairment of assets on the condensed consolidated statement of operations.

There were no impairments of our property and equipment long-lived assets during the three months ended March 31, 2024.

There were no impairments of our property and equipment long-lived assets during the six months ended June 30, 2024 .

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of March 31, 2025 and December 31, 2024 and for the three months ended March 31, 2025 and 2024

as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024

______________________________________________________________________________________________________

1 unchanged sentence

Intangible assets, net consist of the following:

March 31, 2025

June 30, 2025

Effect of Foreign

21 unchanged sentences

1,592,981 ( 33,960 ) ( 286,249 ) — 1,272,772

Balances, March 31, 2025

Balances, June 30, 2025

$ 1,766,649 $ ( 95,664 ) $ ( 286,249 ) $ ( 11 ) $ 1,384,725

25 unchanged sentences

$ 1,768,514 $ ( 90,760 ) $ ( 286,249 ) $ ( 498 ) $ 1,391,007

The following table presents the future amortization expense for our amortizing intangible assets as of March 31, 2025 :

The following table presents the future amortization expense for our amortizing intangible assets as of June 30, 2025 :

(In thousands)

7 unchanged sentences

For the year ending

2025 (excluding three months ended March 31, 2025)

2025 (excluding six months ended June 30, 2025)

$ 330 $ 1,934 $ 1,526 $ 2,729 $ 1,917 $ 541 $ 112 $ 9,089

8 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of March 31, 2025 and December 31, 2024 and for the three months ended March 31, 2025 and 2024

as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024

______________________________________________________________________________________________________

During the three months ended March 31, 2024, 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 our Midwest & South segment.

During the six months ended June 30, 2024 , 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 our Midwest & South segment.

This noncash impairment charge is recorded in impairment of assets on the condensed consolidated statement of operations.

There were no impairments of our intangible assets during the three months ended March 31, 2025.

There were no impairments of our intangible assets during the six months ended June 30, 2025 .

Goodwill consists of the following:

March 31, 2025

June 30, 2025

(In thousands)

9 unchanged sentences

30,529 — ( 30,529 ) — —

Balances, March 31, 2025

Balances, June 30, 2025

$ 1,372,099 $ ( 6,134 ) $ ( 408,078 ) $ 97 $ 957,984

34 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of March 31, 2025 and December 31, 2024 and for the three months ended March 31, 2025 and 2024

as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024

______________________________________________________________________________________________________

1 unchanged sentence

Long-term debt, net of current maturities and debt issuance costs, consists of the following:

March 31, 2025

June 30, 2025

(In thousands)

5 unchanged sentences

4.750 % 900,000 ( 8,089 ) 891,911

5.208 % 1 — 1

Total long-term debt

27 unchanged sentences

$ 1,688,100 $ 1,300,300

With a total revolving credit commitment of $ 1,450.0 million available under the Credit Facility, $ 825.0 million and $ 65.4 million in borrowings outstanding on the Revolving Credit Facility and the Swing Loan, respectively, and $ 13.0 million allocated to support various letters of credit, there was a remaining contractual availability under the Credit Facility of $ 546.6 million as of March 31, 2025 .

With a total revolving credit commitment of $ 1,450.0 million available under the Credit Facility, $ 905.0 million and $ 46.1 million in borrowings outstanding on the Revolving Credit Facility and the Swing Loan, respectively, and $ 13.0 million allocated to support various letters of credit, there was a remaining contractual availability under the Credit Facility of $ 485.9 million as of June 30, 2025 .

Covenant Compliance

As of March 31, 2025 , we were in compliance with the financial covenants of our debt instruments.

As of June 30, 2025 , we were in compliance with the financial covenants of our debt instruments.

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of March 31, 2025 and December 31, 2024 and for the three months ended March 31, 2025 and 2024

as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024

______________________________________________________________________________________________________

7 unchanged sentences

$ 21.3 million for our management services for the

three months ended March 31, 2025 and 2024 , respectively, is paid monthly and recorded in management fee revenue on the condensed consolidated statements of operations.

three months ended June 30, 2025 and 2024 , respectively, and

$ 48.9 million and

$ 43.5 million for the

six months ended June 30, 2025 and 2024 , respectively, is paid monthly and recorded in management fee revenue on the condensed consolidated statements of operations.

Master Lease Agreements

38 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of March 31, 2025 and December 31, 2024 and for the three months ended March 31, 2025 and 2024

as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024

______________________________________________________________________________________________________

March 31, 2025 , other than the Master Lease Agreements and Norfolk Agreements discussed above, there have been

June 30, 2025 , other than the Master Lease Agreements and Norfolk Agreements discussed above, there have been

no material changes to our commitments described under Note

17 unchanged sentences

December 5, 2024.

March 31, 2025 ,

June 30, 2025 ,

$ 207.5 million remains available under the Share Repurchase Program.

9 unchanged sentences

Three Months Ended

Six Months Ended

(In thousands, except per share data)

Shares repurchased (2)

1,480 3,144 5,933 4,802

Total cost, including brokerage fees (3)

2 unchanged sentences

$ 70.94 $ 55.88 $ 72.98 $ 58.55

( 1 ) Shares repurchased reflect repurchases settled during the three months ended March 31, 2025 and 2024 .

These amounts exclude repurchases, if any, traded but not yet settled on or before March 31, 2025 and 2024 , respectively.

( 1 ) Shares repurchased reflect repurchases settled during the three and six months ended June 30, 2025 and 2024 .

These amounts exclude repurchases, if any, traded but not yet settled on or before June 30, 2025 and 2024 , respectively.

( 2 ) All shares repurchased have been retired and constitute authorized but unissued shares.

4 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of March 31, 2025 and December 31, 2024 and for the three months ended March 31, 2025 and 2024

as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024

______________________________________________________________________________________________________

8 unchanged sentences

April 15, 2024

June 15, 2024

July 15, 2024

December 5, 2024

4 unchanged sentences

April 15, 2025

June 16, 2025

July 15, 2025

Share-Based Compensation

3 unchanged sentences

Three Months Ended

Six Months Ended

(In thousands)

$ 297 $ 289 $ 525 $ 524

Food & beverage

56 55 100 100

Selling, general and administrative

1,512 1,471 2,673 2,663

Corporate expense

11,500 8,523 17,651 13,890

Total share-based compensation expense

28 unchanged sentences

Unamortized Stock Compensation Expense and Recognition Period

As of March 31, 2025 , there was approximately $ 23.5 million, $ 11.1 million and $ 1.9 million of total unrecognized share-based compensation costs related to unvested RSUs, PSUs and career shares, respectively.

As of March 31, 2025 , the unrecognized share-based compensation costs related to our RSUs, PSUs and career shares are expected to be recognized over approximately 1.8 years, 2.6 years and 3.4 years, respectively.

As of June 30, 2025 , there was approximately $ 17.0 million, $ 6.2 million and $ 1.7 million of total unrecognized share-based compensation costs related to unvested RSUs, PSUs and career shares, respectively.

As of June 30, 2025 , the unrecognized share-based compensation costs related to our RSUs, PSUs and career shares are expected to be recognized over approximately 1.6 years, 2.2 years and 3.3 years, respectively.

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of March 31, 2025 and December 31, 2024 and for the three months ended March 31, 2025 and 2024

as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024

______________________________________________________________________________________________________

13 unchanged sentences

The following tables show the fair values of certain of our financial instruments:

March 31, 2025

June 30, 2025

(In thousands)

14 unchanged sentences

Cash and Cash Equivalents and Restricted Cash

The 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 from our banks as of March 31, 2025 and December 31, 2024 .

The 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 from our banks as of June 30, 2025 and December 31, 2024 .

Investment Available for Sale

2 unchanged sentences

As such, the fair value of this investment is classified as Level 3 in the fair value hierarchy.

The estimate of the fair value 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 March 31, 2025 and December 31, 2024 .

The fair value of the instrument is estimated using a discounted cash flows approach and the significant unobservable input used in the valuation at March 31, 2025 and December 31, 2024 is a discount rate of 12.7 % and 13.0 %, respectively.

The fair value of the instrument is estimated using a discounted cash flows approach and the significant unobservable input used in the valuation at June 30, 2025 and December 31, 2024 is a discount rate of 12.7 % and 13.0 %, respectively.

Unrealized gains and losses on this instrument resulting from changes in the fair value of the instrument are not charged to earnings, but rather are recorded as other comprehensive income (loss) in the stockholders' equity section of the condensed consolidated balance sheets and in the condensed consolidated statement of other comprehensive income.

At both March 31, 2025 and December 31, 2024 , $ 0.8 million of the carrying value of the investment available for sale is included as a current asset in prepaid expenses and other current assets, and at March 31, 2025 and December 31, 2024 , $12.4 million and $ 11.8 million, respectively, is included in other assets, net on the condensed consolidated balance sheets.

The discount associated with this investment of $ 1.8 million at both March 31, 2025 and December 31, 2024 , is netted with the investment balance and is being accreted over the life of the investment using the effective interest method.

At both June 30, 2025 and December 31, 2024 , $ 0.8 million of the carrying value of the investment available for sale is included as a current asset in prepaid expenses and other current assets, and at June 30, 2025 and December 31, 2024 , $ 11.3 million and $ 11.8 million, respectively, is included in other assets, net on the condensed consolidated balance sheets.

The discount associated with this investment of $ 1.7 million and $ 1.8 million as of June 30, 2025 and December 31, 2024 , respectively, is netted with the investment balance and is being accreted over the life of the investment using the effective interest method.

The accretion of such discount is included in interest income on the condensed consolidated statements of operations.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of March 31, 2025 and December 31, 2024 and for the three months ended March 31, 2025 and 2024

as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024

______________________________________________________________________________________________________

1 unchanged sentence

Three Months Ended

Six Months Ended

(In thousands)

4 unchanged sentences

Included in other comprehensive income (loss)

( 279 ) ( 370 ) 265 ( 191 )

Purchases, sales, issuances and settlements:

( 785 ) ( 730 ) ( 785 ) ( 730 )

Balance at end of reporting period

8 unchanged sentences

The following tables provide the fair value measurement information about our obligation under assessment agreements and note receivable.

March 31, 2025

June 30, 2025

Outstanding Carrying Estimated Fair Value

10 unchanged sentences

The following tables provide the fair value measurement information about our long-term debt:

March 31, 2025

June 30, 2025

Outstanding Carrying Estimated Fair Value

6 unchanged sentences

900,000 891,911 861,750 Level 1

1 1 1 Level 3

$ 3,588,100 $ 3,568,158 $ 3,519,583

12 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of March 31, 2025 and December 31, 2024 and for the three months ended March 31, 2025 and 2024

as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024

______________________________________________________________________________________________________

The estimated fair values of our note receivable and our obligation under assessment arrangements is based on a discounted cash flows approach after giving consideration to the changes in market rates of interest, creditworthiness of both parties and credit spread.

The estimated fair value of our Credit Facility is based on a relative value analysis performed on or about March 31, 2025 and December 31, 2024 .

The estimated fair values of our senior notes are based on quoted market prices as of March 31, 2025 and December 31, 2024 .

The other debt is fixed-rate debt consisting of finance leases with maturity dates in 2025.

The estimated fair value of our Credit Facility is based on a relative value analysis performed on or about June 30, 2025 and December 31, 2024 .

The estimated fair values of our senior notes are based on quoted market prices as of June 30, 2025 and December 31, 2024 .

The other debt is not traded and does not have an observable market input;

therefore, we have estimated fair value 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 three months ended March 31, 2025 and 2024 .

There were no transfers between Level 1, Level 2 and Level 3 measurements during the six months ended June 30, 2025 and 2024 .

SEGMENT INFORMATION

62 unchanged sentences

Ameristar Casino * Resort * Spa St.

Charles ( 2 )

Charles, Missouri

11 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of March 31, 2025 and December 31, 2024 and for the three months ended March 31, 2025 and 2024

as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024

______________________________________________________________________________________________________

2 unchanged sentences

The following tables set forth, for the periods indicated, departmental revenues for our Reportable Segments and our Managed & Other category to reconcile to total revenues:

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

(In thousands)

10 unchanged sentences

$ 671,455 $ 78,167 $ 51,453 $ 173,051 $ 23,775 $ 36,097 $ 1,033,998

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

(In thousands)

10 unchanged sentences

$ 650,827 $ 76,994 $ 52,595 $ 129,930 $ 21,252 $ 35,914 $ 967,512

Six Months Ended June 30, 2025

(In thousands)

Las Vegas Locals

$ 327,122 $ 47,657 $ 46,909 $ — $ — $ 30,202 $ 451,890

Downtown Las Vegas

70,667 21,752 14,140 — — 5,981 112,540

Midwest & South

889,407 82,916 37,792 — — 34,549 1,044,664

— — — 342,624 — — 342,624

Managed & Other

22,952 — — — 48,921 1,972 73,845

Total Revenues

$ 1,310,148 $ 152,325 $ 98,841 $ 342,624 $ 48,921 $ 72,704 $ 2,025,563

Six Months Ended June 30, 2024

(In thousands)

Las Vegas Locals

$ 324,371 $ 45,795 $ 50,453 $ — $ — $ 30,057 $ 450,676

Downtown Las Vegas

70,446 21,500 13,461 — — 5,825 111,232

Midwest & South

868,537 82,338 37,628 — — 34,013 1,022,516

— — — 276,100 — — 276,100

Managed & Other

21,604 — — — 43,497 2,408 67,509

Total Revenues

$ 1,284,958 $ 149,633 $ 101,542 $ 276,100 $ 43,497 $ 72,303 $ 1,928,033

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of March 31, 2025 and December 31, 2024 and for the three months ended March 31, 2025 and 2024

as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024

______________________________________________________________________________________________________

1 unchanged sentence

Three Months Ended

Six Months Ended

(In thousands)

15 unchanged sentences

Deferred rent

147 163 294 324

Master lease rent expense

3 unchanged sentences

Share-based compensation expense

13,392 10,365 20,997 17,225

Project development, preopening and writedowns

3 unchanged sentences

Other operating items, net

762 5,442 3,507 5,853

Total other operating costs and expenses

7 unchanged sentences

50,569 42,949 99,006 85,258

( 48 ) 50 59 100

Total other expense, net

6 unchanged sentences

Net income attributable to noncontrolling interest

1,104 — 1,641 —

Net income attributable to Boyd Gaming

4 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of March 31, 2025 and December 31, 2024 and for the three months ended March 31, 2025 and 2024

as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024

______________________________________________________________________________________________________

11 unchanged sentences

(In thousands)

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

$ 229,091 $ 55,253 $ 540,077 $ 173,051 $ 36,526 $ 1,033,998

5 unchanged sentences

$ 112,714 $ 19,405 $ 201,401 $ 22,244 $ 25,963 $ 357,862

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

$ 225,054 $ 57,701 $ 521,750 $ 129,930 $ 33,077 $ 967,512

5 unchanged sentences

$ 109,253 $ 22,018 $ 195,455 $ 17,057 $ 23,140 $ 344,191

Six Months Ended June 30, 2025

$ 451,890 $ 112,540 $ 1,044,664 $ 342,624 $ 73,845 $ 2,025,563

Other segment expenses (1)

232,629 72,212 660,041 297,074 20,563 1,282,519

Corporate expense

— — — — — 47,665

Adjusted EBITDAR

$ 219,261 $ 40,328 $ 384,623 $ 45,550 $ 53,282 $ 695,379

Six Months Ended June 30, 2024

$ 450,676 $ 111,232 $ 1,022,516 $ 276,100 $ 67,509 $ 1,928,033

Other segment expenses (1)

230,985 71,399 646,067 238,567 19,588 1,206,606

Corporate expense

— — — — — 46,750

Adjusted EBITDAR

$ 219,691 $ 39,833 $ 376,449 $ 37,533 $ 47,921 $ 674,677

( 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.

13 unchanged sentences

$ 6,560,391 $ 6,391,815

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) — (Continued)

as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024

___________________________________________________________________________________________

SUBSEQUENT EVENTS

We have evaluated all events or transactions that occurred after March 31, 2025 .

During this period, up to the filing date, we did not identify any subsequent events, the effects of which would require disclosure or adjustment to our financial position or results of operations.

We have evaluated all events or transactions that occurred after June 30, 2025 .

During this period, up to the filing date, other than the definitive agreement entered into related to our 5 % equity interest in and commercial agreements with FanDuel, as discussed below, we did not identify any subsequent events, the effects of which would require disclosure or adjustment to our financial position or results of operations.

On July 10, 2025, Boyd Interactive Gaming Holdings, L.L.C.

("Boyd Interactive"), a wholly owned subsidiary of Boyd Gaming, entered into a definitive agreement ("Purchase Agreement") with TSE Holdings Ltd.

("Parent") and FanDuel Group Parent, LLC ("FanDuel"), pursuant to which Parent will purchase Boyd Interactive’s 5 % equity interest (the "Equity Interest") in FanDuel, and Boyd Gaming and FanDuel, or their respective affiliated entities, will enter into certain Commercial Arrangements (as defined below), in exchange for which Boyd Interactive will be paid aggregate cash consideration of $ 1.755 billion, subject to incremental cash consideration based on the transaction close date for any transaction close after July 18, 2025, upon the terms and subject to the conditions of the Purchase Agreement.

The Closing is subject to customary conditions and the receipt of all required regulatory approvals.

Subject to the satisfaction or waiver of conditions in the Purchase Agreement, Boyd Gaming expects the Closing to occur in the third quarter of 2025.

The Purchase Agreement contains customary representations, warranties and covenants.

In connection with the transactions contemplated by the Purchase Agreement, Boyd Gaming and FanDuel or their respective affiliated entities will terminate certain of their existing agreements related to their strategic partnership and enter into certain new agreements (collectively, the "Commercial Arrangements"), pursuant to which Boyd Gaming or its subsidiaries ("Boyd Entities") will, among other things, (i) provide FanDuel or its subsidiary with certain market access rights to operate online sports wagering or other online gaming services similar to the existing arrangements with Boyd Entities, but for a longer term and with fixed fee arrangements, and (ii) transition any branding and operational support provided by FanDuel at the existing FanDuel branded sportsbooks at Boyd Gaming properties to be branded and operated entirely by Boyd Entities, but utilizing certain sports betting data feeds provided by FanDuel or its affiliate.

The Purchase Agreement contains certain termination rights by either Boyd Interactive or Parent, including if the Closing has not occurred by December 19, 2025.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements