BOYD GAMING CORP 10-Q

Item 1. Financial Statements ( Unaudited ) BOYD GAMING CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) June 30, December 31, (In thousands, except share data) 2025 2024 ASSETS Current assets Cash and cash equivalents $ 320,111 $ 316,688 Restricted cash 5,902 4,676 Accounts receivable, net 115,399 132,270 Inventories 21,645 21,235 Prepaid expenses and other current assets 54,866 56,633 Income taxes receivable 22,080 30,005 Total current assets 540,003 561,507 Property and equipment, net 2,818,209 2,679,276 Operating lease right-of-use assets 674,252 735,618 Other assets, net ($ 83,754 and $ 0 assets related to VIE) 185,218 66,518 Intangible assets, net 1,384,725 1,391,007 Goodwill, net 957,984 957,889 Total assets $ 6,560,391 $ 6,391,815 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 126,506 $ 131,264 Current maturities of long-term debt 44,000 44,006 Accrued liabilities 458,278 447,415 Total current liabilities 628,784 622,685 Long-term debt, net of current maturities and debt issuance costs 3,524,158 3,132,584 Operating lease liabilities, net of current portion 584,519 651,751 Deferred income taxes 361,777 346,916 Other liabilities 65,522 56,366 Commitments and contingencies (Note 6) Stockholders' equity Preferred stock, $ 0.01 par value, 5,000,000 shares authorized — — Common stock, $ 0.01 par value, 200,000,000 shares authorized; 80,549,069 and 86,184,155 shares outstanding 805 862 Additional paid-in capital — — Retained earnings 1,394,651 1,583,053 Accumulated other comprehensive loss ( 1,938 ) ( 2,402 ) Boyd Gaming Corporation stockholders' equity 1,393,518 1,581,513 Noncontrolling interest 2,113 — Total stockholders' equity 1,395,631 1,581,513 Total liabilities and stockholders' equity $ 6,560,391 $ 6,391,815 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended Six Months Ended June 30, June 30, (In thousands, except per share data) 2025 2024 2025 2024 Revenues Gaming $ 671,455 $ 650,827 $ 1,310,148 $ 1,284,958 Food & beverage 78,167 76,994 152,325 149,633 Room 51,453 52,595 98,841 101,542 Online 173,051 129,930 342,624 276,100 Management fee 23,775 21,252 48,921 43,497 Other 36,097 35,914 72,704 72,303 Total revenues 1,033,998 967,512 2,025,563 1,928,033 Operating costs and expenses Gaming 259,554 252,067 505,677 497,753 Food & beverage 65,633 63,182 128,970 125,139 Room 19,492 19,342 38,489 38,054 Online 150,095 112,675 296,125 238,150 Other 12,149 13,248 24,940 26,161 Selling, general and administrative 110,065 105,134 217,911 213,318 Master lease rent expense 28,442 27,852 56,602 55,087 Maintenance and utilities 37,322 36,946 74,047 71,690 Depreciation and amortization 69,985 65,677 138,208 128,590 Corporate expense 35,365 31,255 65,316 60,640 Project development, preopening and writedowns 2,764 7,586 1,242 10,607 Impairment of assets — — 32,272 10,500 Other operating items, net 762 5,442 3,507 5,853 Total operating costs and expenses 791,628 740,406 1,583,306 1,481,542 Operating income 242,370 227,106 442,257 446,491 Other expense (income) Interest income ( 1,263 ) ( 403 ) ( 2,071 ) ( 849 ) Interest expense, net of amounts capitalized 50,569 42,949 99,006 85,258 Other, net ( 48 ) 50 59 100 Total other expense, net 49,258 42,596 96,994 84,509 Income before income taxes 193,112 184,510 345,263 361,982 Income tax provision ( 42,758 ) ( 44,665 ) ( 84,027 ) ( 85,664 ) Net income 150,354 139,845 261,236 276,318 Net loss attributable to noncontrolling interest 1,104 — 1,641 — Net income attributable to Boyd Gaming $ 151,458 $ 139,845 $ 262,877 $ 276,318 Basic net income per common share $ 1.84 $ 1.47 $ 3.14 $ 2.87 Weighted average basic shares outstanding 82,289 95,042 83,696 96,238 Diluted net income per common share $ 1.84 $ 1.47 $ 3.14 $ 2.87 Weighted average diluted shares outstanding 82,303 95,080 83,712 96,280 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2025 2024 2025 2024 Net income $ 150,354 $ 139,845 $ 261,236 $ 276,318 Other comprehensive income (loss), net of tax: Fair value adjustments to available-for-sale securities ( 211 ) ( 394 ) 200 ( 144 ) Foreign currency translation adjustments 249 ( 138 ) 264 ( 456 ) Comprehensive income 150,392 139,313 261,700 275,718 Amounts attributable to noncontrolling interest: Net loss attributable to noncontrolling interest 1,104 — 1,641 — Comprehensive loss attributable to noncontrolling interest 1,104 — 1,641 — Comprehensive income attributable to Boyd Gaming $ 151,496 $ 139,313 $ 263,341 $ 275,718 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) Boyd Gaming Corporation 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, 2025 86,184,155 $ 862 $ — $ 1,583,053 $ ( 2,402 ) $ — $ 1,581,513 Net income (loss) — — — 111,419 — ( 537 ) 110,882 Fair value adjustments to available-for-sale securities — — — — 411 — 411 Foreign currency translation adjustments — — — — 15 — 15 Stock options exercised 7,477 — 139 — — — 139 Release of restricted stock units, net of tax 44,277 — ( 1,209 ) ( 397 ) — — ( 1,606 ) Release of performance stock units, net of tax 99,124 1 ( 222 ) ( 4,273 ) — — ( 4,494 ) Shares repurchased and retired ( 4,453,045 ) ( 44 ) ( 6,313 ) ( 324,748 ) — — ( 331,105 ) Dividends declared ($ 0.18 per share) — — — ( 14,745 ) — — ( 14,745 ) Share-based compensation costs — — 7,605 — — — 7,605 Transactions with noncontrolling interest — — — — — 3,754 3,754 Balances, March 31, 2025 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 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, 2024 96,832,453 $ 968 $ — $ 1,744,232 $ ( 1,098 ) $ — $ 1,744,102 Net income — — — 136,473 — — 136,473 Fair value adjustments to available-for-sale securities — — — — 250 — 250 Foreign currency translation adjustments — — — — ( 318 ) — ( 318 ) Release of restricted stock units, net of tax 85,597 1 ( 1,586 ) ( 2,049 ) — — ( 3,634 ) Release of performance stock units, net of tax 150,063 2 ( 119 ) ( 6,091 ) — — ( 6,208 ) Shares repurchased and retired ( 1,658,377 ) ( 17 ) ( 5,155 ) ( 101,133 ) — — ( 106,305 ) Dividends declared ($ 0.17 per share) — — — ( 16,264 ) — — ( 16,264 ) Share-based compensation costs — — 6,860 — — — 6,860 Balances, March 31, 2024 95,409,736 954 — 1,755,168 ( 1,166 ) — 1,754,956 Net income — — — 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. 6 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended June 30, (In thousands) 2025 2024 Cash Flows from Operating Activities Net income $ 261,236 $ 276,318 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 138,208 128,590 Amortization of debt financing costs and discounts on debt 3,774 3,803 Non-cash operating lease expense 46,303 44,482 Share-based compensation expense 20,997 17,225 Deferred income taxes 14,826 16,497 Non-cash interest income ( 1,271 ) — Non-cash impairment of assets 32,272 10,500 Other operating activities ( 2,390 ) 2,328 Changes in operating assets and liabilities, excluding the impact of acquisitions: Accounts receivable, net 16,953 28,107 Inventories ( 410 ) ( 485 ) Prepaid expenses and other current assets 2,960 7,884 Income taxes (receivable) payable, net 7,925 ( 15,859 ) Other assets, net 1,235 2,059 Accounts payable and accrued liabilities ( 35,665 ) ( 13,686 ) Operating lease liabilities ( 46,303 ) ( 44,482 ) Other liabilities 762 531 Net cash provided by operating activities 461,412 463,812 Cash Flows from Investing Activities Capital expenditures ( 294,322 ) ( 204,031 ) Payments received on note receivable — 208 Advances made under note receivable ( 31,780 ) — Cash paid for asset acquisitions ( 41,461 ) — Other investing activities ( 8,318 ) ( 1,702 ) Net cash used in investing activities ( 375,881 ) ( 205,525 ) Cash Flows from Financing Activities Borrowings under credit facility 1,375,200 820,900 Payments under credit facility ( 987,400 ) ( 779,600 ) Share-based compensation activities ( 6,002 ) ( 9,605 ) Shares repurchased and retired ( 432,997 ) ( 281,186 ) Dividends paid ( 29,410 ) ( 31,774 ) Other financing activities ( 6 ) ( 89 ) Net cash used in financing activities ( 80,615 ) ( 281,354 ) Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash ( 267 ) ( 134 ) Change in cash, cash equivalents and restricted cash 4,649 ( 23,201 ) Cash, cash equivalents and restricted cash, beginning of period 321,364 307,930 Cash, cash equivalents and restricted cash, end of period $ 326,013 $ 284,729 Supplemental Disclosure of Cash Flow Information Cash paid for interest, net of amounts capitalized $ 95,326 $ 84,300 Cash received for interest — 213 Cash paid for income taxes 62,421 85,830 Supplemental Schedule of Non-cash Investing and Financing Activities Payables incurred for capital expenditures $ 32,942 $ 23,541 Dividends declared not yet paid 14,534 15,736 Asset acquisition in exchange for contingent consideration 38,539 — Derecognition of right-of-use operating lease asset 36,883 — Derecognition of lease liability ( 36,883 ) — The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 7 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024 ______________________________________________________________________________________________________ NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization Boyd Gaming Corporation (and together with its subsidiaries, the "Company," "Boyd," "Boyd Gaming," "we" or "us") was incorporated in the 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". We are a geographically diversified operator of 28 wholly owned brick-and-mortar gaming entertainment properties ("gaming entertainment properties"). Headquartered in Las Vegas, Nevada, we have gaming operations in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi, Missouri, Ohio and Pennsylvania. In addition, we own and operate Boyd Interactive, a business-to-business ( "B2B" ) and business-to-consumer ( "B2C" ) online gaming business. We also manage the Sky River Casino located in California under a management agreement with Wilton Rancheria. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the instructions to the Quarterly Report on Form 10 -Q and Article 10 of Regulation S- X and, therefore, do not include all information and footnote disclosures necessary for complete financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"). These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes for the year ended December 31, 2024 , as filed with the U.S. Securities and Exchange Commission ("SEC") on February 21, 2025. The results for the periods indicated are unaudited but reflect all adjustments, consisting only of normal recurring adjustments, that management considers necessary for a fair presentation of financial position, results of operations and cash flows. Results of operations and cash flows for the interim periods presented herein are not necessarily indicative of the results that would be achieved during a full year of operations or in future periods. Consolidation of Subsidiaries and Variable Interest Entities The accompanying condensed 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 and where we have significant influence and do not meet the controlling financial interest consolidation criteria of the authoritative accounting guidance for voting 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 economic performance 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. We review 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. Cash and Cash Equivalents Cash and cash equivalents include highly liquid investments, which include cash on hand and in banks, interest-bearing deposits and money market funds with 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 credit quality financial institutions. Although these balances may at times exceed the federal insured deposit limit, we believe such risk is mitigated by the quality of the institution holding such deposit. The carrying values of these instruments approximate their fair values as such balances are generally available on demand. Restricted Cash Restricted cash consists primarily of: (i) amounts restricted by regulation for gaming and racing purposes; (ii) amounts restricted by regulation for the value in players' online casino gaming accounts; and (iii) advance payments received for future bookings with our Hawaiian travel agency. These restricted cash balances are invested in highly liquid instruments with a maturity of 90 days or less. These restricted cash balances are held by high credit quality financial institutions. 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 condensed consolidated balance sheets to the total balance shown in the condensed consolidated statements of cash flows. June 30, December 31, June 30, December 31, (In thousands) 2025 2024 2024 2023 Cash and cash equivalents $ 320,111 $ 316,688 $ 280,783 $ 304,271 Restricted cash 5,902 4,676 3,946 3,659 Total cash, cash equivalents and restricted cash $ 326,013 $ 321,364 $ 284,729 $ 307,930 8 Table of Contents 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 ______________________________________________________________________________________________________ Leases Management 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 conveys the 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 has both (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 lease liabilities are recognized based on the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date. 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 operating leases for which the rate implicit in the lease is not readily determinable, we generally use an incremental borrowing rate based on information available at the commencement date to determine the present value of future lease payments. The incremental borrowing rate is determined based on the weighted average incremental borrowing rate at the lease commencement or modification date that is commensurate with the rate of interest in a similar economic environment that 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 certain options 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 a straight-line basis over the lease term. Lease and non-lease components are accounted for separately. Revenue Recognition The Company’s revenue contracts with customers consist of gaming wagers (including both those made at our gaming entertainment properties and online B2C wagers), hotel room sales, food & beverage offerings and other amenity transactions. See Collaborative Arrangements below for further discussion of revenues earned under our online collaborative arrangements. The transaction price for a gaming wagering contract is the difference between gaming wins and losses, not the total amount wagered. Cash discounts, commissions and other cash incentives to customers related to gaming play are recorded as a reduction of gaming revenues. The transaction price for hotel, food & beverage and other contracts is the net amount collected from the customer for such goods and services. Hotel, food & beverage and other services have been determined to be separate, stand-alone performance obligations and the transaction price for such 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 free goods and services. Gaming wager contracts involve two performance obligations for those customers earning points under the Company’s player loyalty program and a single performance obligation for customers who do not participate in the program. The Company applies a practical expedient by accounting for its gaming contracts on a portfolio basis as such wagers have similar characteristics and the Company reasonably expects the effects on the financial statements of applying the revenue recognition guidance to the portfolio to not differ materially from that which would result if applying the guidance to an individual wagering contract. For purposes of allocating the transaction price in a wagering contract between the wagering performance obligation and the obligation associated with the loyalty points earned, the Company allocates an amount to the player loyalty contract liability based on the stand-alone selling price of the points 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-alone price for wagers is highly variable and no set established price exists for such wagers. The allocated revenue for gaming wagers, excluding race and sports wagers, is recognized when the wagers occur as all such wagers settle immediately. The allocated revenue for race and sports wagers is recognized when the specific event or game occurs. The player loyalty contract liability amount is deferred and recognized as revenue when the customer redeems the points for a hotel room stay, food & beverage or other amenities and such goods or services are delivered to the customer. See Note 4, Accrued Liabilities , for the balance outstanding related to the player loyalty program. The Company collects advance deposits from hotel customers for future hotel reservations and other future events such as banquets and ticketed events. These advance deposits represent obligations of the Company until the hotel room stay is provided to the customer or the banquet or ticketed event occurs. See Note 4, 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 to be recognized as revenue or redeemed for cash within one year of being purchased. See Note 4, Accrued Liabilities , for the balance related to outstanding chips. 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 to customers (such as complimentary rooms and food & beverage). The estimated retail values related to goods and services provided to customers without charge or upon redemption of points under our player loyalty program, included in departmental revenues, and therefore reducing our gaming revenues, are as follows: Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2025 2024 2025 2024 Food & beverage $ 34,054 $ 31,785 $ 66,313 $ 62,453 Room 16,165 15,668 31,289 30,340 Other 2,181 2,348 3,987 4,373 9 Table of Contents 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 ______________________________________________________________________________________________________ Gaming Taxes We are subject to taxes based on gross gaming revenues in the jurisdictions in which we operate. 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 $ 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 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. 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 such assets will not be realized. Use of the term "more likely than not" indicates the likelihood of occurrence is greater than 50%. Accordingly, the need to establish 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 credit carryforwards before expiration and tax planning strategies. In making such judgments, significant weight is given to evidence that can be objectively verified. Other Long-Term Tax Liabilities The Company's income tax returns are subject to examination by the Internal Revenue Service ("IRS") and other tax authorities in the locations where it operates. The Company assesses potentially unfavorable outcomes of such examinations based on accounting standards for uncertain income taxes, which prescribe 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 for evaluating tax positions. Recognition occurs when the Company concludes that a tax position, based on its technical merits, is more likely than not to be sustained upon examination. Measurement is only addressed if the position is deemed to be more likely than not to be sustained. The tax benefit is measured as 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 tax position is derecognized. Accounting standards for uncertain tax positions specifically prohibit the use of a valuation allowance as a substitute for derecognition of tax positions. As applicable, the Company will recognize accrued penalties and interest related to unrecognized tax benefits in the provision for income taxes. If applicable, accrued interest and penalties are included in other long-term tax liabilities on the condensed 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 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 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. We offer online sports wagering under the FanDuel brand or under market access agreements with other companies in Illinois, Indiana, Iowa, Kansas, Louisiana, Ohio and Pennsylvania. We also operate sportsbooks under the FanDuel brand at one of our Downtown Las Vegas gaming entertainment properties, our gaming entertainment properties in Mississippi and all of the gaming entertainment properties in the states where we offer online sports wagering. Under our online collaborative arrangements with FanDuel and other third parties, we receive a revenue share from the third -party operator based on actual wagering wins and losses. The activities under these collaborative arrangements related to online wagering, are recorded in online revenue and online expense on the condensed consolidated statements of operations. The activities under these collaborative arrangements related to sportsbooks at our gaming entertainment properties, are recorded in gaming revenue and gaming expense. Under certain of our collaborative arrangements, we are the primary obligor and are responsible for paying gaming taxes and other license payments owed as the gaming licensee for the related online gaming activities. We are reimbursed for these taxes and other payments by the third -party operators. 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 $ 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 . We do not have the ability to exercise significant influence over FanDuel's operating and financial policies. We evaluate the investment for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. We evaluate the recorded value of the investment when any observable price changes in orderly transactions for an identical or similar investment would require an adjustment of the investment to fair value. 10 Table of Contents 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 ______________________________________________________________________________________________________ Currency Translation The Company translates the financial statements of its foreign subsidiary that are not denominated in U.S. dollars. Balance sheet accounts are translated at the exchange rate in effect at each balance sheet date. Income statement accounts are translated at the average rate of exchange prevailing during the period. If a material income statement event occurs, the transaction would be translated at the exchange rate in effect on the date of occurrence. Translation adjustments are recorded in other comprehensive income (loss). Gains or losses from foreign currency transaction remeasurements are recorded as other non-operating income (expense). Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Recently Issued Accounting Pronouncements A variety of proposed or otherwise potential accounting standards are currently being studied by standard-setting organizations and certain regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, we have not yet determined the effect, if any, that the implementation of such proposed standards would have on our condensed consolidated financial statements. NOTE 2. PROPERTY AND EQUIPMENT, NET Property and equipment, net consists of the following: June 30, December 31, (In thousands) 2025 2024 Land $ 359,096 $ 338,469 Buildings and improvements 3,462,811 3,398,700 Furniture and equipment 1,953,897 1,870,124 Riverboats and barges 211,948 211,879 Construction in progress 230,689 148,571 Total property and equipment 6,218,441 5,967,743 Less accumulated depreciation ( 3,400,232 ) ( 3,288,467 ) Property and equipment, net $ 2,818,209 $ 2,679,276 Depreciation expense is as follows: Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2025 2024 2025 2024 Depreciation expense $ 65,563 $ 61,553 $ 129,366 $ 120,376 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 six months ended June 30, 2024 . 11 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 ______________________________________________________________________________________________________ NOTE 3. GOODWILL AND INTANGIBLE ASSETS, NET Intangible assets, net consist of the following: June 30, 2025 Weighted Useful Life Gross Accumulated Effect of Foreign Remaining Carrying Accumulated Impairment Currency Intangible (In thousands) (in years) Value Amortization Losses Exchange Assets, Net Amortizing intangibles Customer relationships 4.2 $ 3,300 $ ( 550 ) $ — $ — $ 2,750 Host agreements 7.9 58,000 ( 27,389 ) — — 30,611 Development agreement 4.1 21,373 ( 8,778 ) — — 12,595 Developed technology 6.8 45,495 ( 11,472 ) — 28 34,051 B2B relationships 4.5 28,000 ( 10,438 ) — ( 39 ) 17,523 B2C relationships 9.3 13,000 ( 2,889 ) — — 10,111 Marketing agreement 19.2 4,500 ( 188 ) — — 4,312 173,668 ( 61,704 ) — ( 11 ) 111,953 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, June 30, 2025 $ 1,766,649 $ ( 95,664 ) $ ( 286,249 ) $ ( 11 ) $ 1,384,725 December 31, 2024 Weighted Useful Life Gross Accumulated Effect of Foreign 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 The following table presents the future amortization expense for our amortizing intangible assets as of June 30, 2025 : (In thousands) Customer Relationships Host Agreements Development Agreement Developed Technology B2B Relationships B2C Relationships Marketing Agreement Total For the year ending December 31, 2025 (excluding six months ended June 30, 2025) $ 330 $ 1,934 $ 1,526 $ 2,729 $ 1,917 $ 541 $ 112 $ 9,089 2026 660 3,867 3,053 5,448 3,914 1,083 225 18,250 2027 660 3,867 3,053 5,447 3,914 1,083 225 18,249 2028 660 3,867 3,053 5,189 3,914 1,083 225 17,991 2029 440 3,867 1,910 4,520 3,296 1,083 225 15,341 Thereafter — 13,209 — 10,718 568 5,238 3,300 33,033 Total future amortization $ 2,750 $ 30,611 $ 12,595 $ 34,051 $ 17,523 $ 10,111 $ 4,312 $ 111,953 12 Table of Contents 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 ______________________________________________________________________________________________________ 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 six months ended June 30, 2025 . Goodwill consists of the following: June 30, 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 ) 97 22,834 Managed & Other 30,529 — ( 30,529 ) — — Balances, June 30, 2025 $ 1,372,099 $ ( 6,134 ) $ ( 408,078 ) $ 97 $ 957,984 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 NOTE 4. ACCRUED LIABILITIES Accrued liabilities consist of the following: June 30, December 31, (In thousands) 2025 2024 Payroll and related $ 70,489 $ 86,267 Interest 17,498 17,593 Gaming 72,345 73,321 Player loyalty program 21,546 20,896 Advance deposits 17,030 15,426 Outstanding chips 6,271 7,790 Dividends payable 14,534 14,665 Operating leases 105,992 102,855 Other 132,573 108,602 Total accrued liabilities $ 458,278 $ 447,415 13 Table of Contents 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 ______________________________________________________________________________________________________ NOTE 5. LONG-TERM DEBT Long-term debt, net of current maturities and debt issuance costs, consists of the following: June 30, 2025 Interest Unamortized Rates at Origination June 30, Outstanding Fees and Long-Term (In thousands) 2025 Principal Costs Debt, Net Credit facility 6.143 % $ 1,688,100 $ ( 6,983 ) $ 1,681,117 4.750% senior notes due 2027 4.750 % 1,000,000 ( 4,870 ) 995,130 4.750% senior notes due 2031 4.750 % 900,000 ( 8,089 ) 891,911 Total long-term debt 3,588,100 ( 19,942 ) 3,568,158 Less current maturities 44,000 — 44,000 Long-term debt, net $ 3,544,100 $ ( 19,942 ) $ 3,524,158 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 The outstanding principal amounts under the Credit Facility are comprised of the following: June 30, December 31, (In thousands) 2025 2024 Revolving Credit Facility $ 905,000 $ 475,000 Term A Loan 737,000 759,000 Swing Loan 46,100 66,300 Total outstanding principal amounts $ 1,688,100 $ 1,300,300 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 June 30, 2025 , we were in compliance with the financial covenants of our debt instruments. 14 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 ______________________________________________________________________________________________________ NOTE 6. COMMITMENTS AND CONTINGENCIES Wilton Rancheria Agreements In 2012, the Company entered into a management agreement with Wilton Rancheria. The management agreement provides for us to manage the gaming facility upon opening for a period of seven years and receive a monthly management fee for our services based on the monthly performance of the gaming facility. The management fee of $ 23.8 million and $ 21.3 million for our management services for the 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 The Company leases the facilities associated with the Ameristar Kansas City, Ameristar St. Charles, Belterra Resort and Belterra Park gaming entertainment properties (“Master Leases”), with the initial term commencing on October 15, 2018 and ending on April 30, 2026, with options for renewal. The term of the Master Leases may be extended for five separate renewal terms of five years each. 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 Master Leases 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 previously assumed as the reasonably certain lease period at the Master Leases commencement date. Norfolk Agreements On October 21, 2024, the Company, the Pamunkey Indian Tribe ("Tribe"), the Pamunkey Indian Tribal Gaming Authority ("PITGA"), and its wholly owned subsidiary, Golden Eagle Consulting II, LLC ("GEC") entered into agreements, pursuant to which, among other things, the Company will, subject to the purchase of land to develop and build a commercial casino and hotel development in Norfolk, Virginia ("Norfolk Casino"), (i) receive from PITGA an exclusive option to purchase a percentage of membership interests of GEC, (ii) make advance payments to PITGA and GEC, and (iii) become developer and manager of the Norfolk Casino. Pursuant to the October 21, 2024, agreements between the Company and the Tribe, PITGA, and GEC, on February 14, 2025, the Norfolk Casino land was purchased and the Company entered into agreements with the Tribe, PITGA and GEC to develop and manage the Norfolk Casino. GEC was previously formed to develop and operate the Norfolk Casino and has no assets or operations, other than the exclusive right to a gaming license for a casino development in Norfolk, Virginia. The development agreement with PITGA and GEC provides for the Company to fund and manage the development of the Norfolk Casino ("Norfolk Development Agreement"). The management agreement with PITGA and GEC provides for the Company to manage the operations of the developed Norfolk Casino ("Norfolk Management Agreement"), including both the transitional casino expected to open in the fourth quarter 2025, and the full casino resort expected to open in late 2027, both pending receipt of final regulatory approvals. Through the Norfolk Management Agreement, the Company is responsible for funding any operational losses and is entitled to significant economic benefits from the developed casino’s operations. The Company has determined that GEC is a VIE and that the Company has variable interests in GEC through its exclusive 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 and management of the Norfolk Casino, and the right to receive benefits or the obligation to absorb losses that could be potentially significant to GEC, the Company has determined that it is the primary beneficiary of GEC and that GEC must be consolidated with the Company’s financial results. The Company does 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 or PITGA. The Company anticipates incurring aggregate expenditures in connection with the Norfolk Casino project of approximately $ 750.0 million. 15 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 ______________________________________________________________________________________________________ Commitments As of 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 9, Commitments and Contingencies , in our Annual Report on Form 10 -K for the year ended December 31, 2024 , as filed with the SEC on February 21, 2025. Contingencies Legal Matters We are parties to various legal proceedings arising in the ordinary course of business. We believe that all pending claims, if adversely decided, would not have a material effect on our business, financial position, results of operations or cash flows. NOTE 7. STOCKHOLDERS' EQUITY AND STOCK INCENTIVE PLANS Share Repurchase Program On October 21, 2021, our Board of Directors authorized a share repurchase program of $ 300.0 million (the "Share Repurchase Program"). In addition, our Board 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 and December 5, 2024. As of June 30, 2025 , $ 207.5 million remains available under the Share Repurchase Program. Under the Share Repurchase Program, the Company may repurchase shares of its common stock from time to time on the open market or in privately negotiated transactions. Repurchases of common stock may also be made under Rule 10b5 - 1 plans, which would permit common stock to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. We are not obligated to repurchase any shares under this program. The timing, volume and nature of share repurchases will be at the sole discretion of management, dependent on market conditions, applicable securities laws and other factors, and may be suspended or discontinued at any time. The following table provides information regarding share repurchases during the referenced periods ( 1 ) . Three Months Ended Six Months Ended June 30, June 30, (In thousands, except per share data) 2025 2024 2025 2024 Shares repurchased (2) 1,480 3,144 5,933 4,802 Total cost, including brokerage fees (3) $ 105,000 $ 175,686 $ 432,997 $ 281,186 Average repurchase price per share (4) $ 70.94 $ 55.88 $ 72.98 $ 58.55 ( 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. ( 3 ) Costs exclude 1% excise tax on corporate stock buybacks. ( 4 ) Amounts in the table may not recalculate exactly due to rounding. Average repurchase price per share is calculated based on unrounded numbers and excludes the 1% excise tax. 16 Table of Contents 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 ______________________________________________________________________________________________________ Dividends The dividends declared by the Board of Directors and reflected in the periods presented are: Declaration date Record date Payment date Amount per share 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 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 Share-Based Compensation We 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 as expense, net of estimated forfeitures, over the employee's requisite service period. The following table provides classification detail of the total costs related to our share-based employee compensation plans reported in our condensed consolidated statements of operations. Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2025 2024 2025 2024 Gaming $ 297 $ 289 $ 525 $ 524 Food & beverage 56 55 100 100 Room 27 27 48 48 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 $ 13,392 $ 10,365 $ 20,997 $ 17,225 Restricted Stock Units Our 2020 Plan provides for the grant of Restricted Stock Units ("RSU"). A RSU is an award that may be earned in whole, or in part, upon the passage of time, 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 to dividends. The RSUs are subject to the terms and conditions contained in the applicable award agreement and the 2020 Plan. Share-based compensation costs related 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 upon vesting. 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 of its issuance date. Share-based compensation expense is amortized to expense over the requisite service period. In addition, annually we award RSUs to certain members of our Board of Directors and the shares are issued to the director when the RSU is granted. As these RSUs are issued for past service, they are expensed on the date of issuance. Performance Shares Our stock incentive plan provides for the issuance of Performance Share Units ("PSU") grants which may be earned, in whole or in part, upon passage of time and the attainment of performance criteria. We periodically review our estimates of performance against the defined criteria to assess the expected payout of each outstanding PSU grant and adjust our stock compensation expense accordingly. The PSU grants awarded in first quarter 2022 and third quarter 2021 fully vested during the first quarter of 2025 and 2024, respectively. Common shares under the 2022 grant were issued based on determination by the Compensation Committee of the Board of Directors ("Compensation Committee") of our actual achievement of Earnings Before Interest, Taxes, Depreciation and Amortization and Rent under master leases ("EBITDAR"), EBITDAR margin and return on invested capital for the three -year performance period from January 1, 2022 to December 31, 2024. Common shares under the 2021 grant were issued based on the determination by the Compensation Committee of our actual achievement of EBITDAR and return on invested capital for the two -year performance period from July 2021 to June 2023. As provided under the provisions 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 other payroll 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 the first quarter of 2025, representing approximately 1.22 shares per 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 shares due to the vesting of the 2022 grant. The actual achievement level under the award metrics equaled the estimated performance as of the year-end 2024; therefore, the vesting of the PSUs did not impact compensation costs in our 2025 condensed consolidated statement of operations. The PSU grant awarded in July 2021 resulted in a total of 241,277 shares being issued during the first quarter of 2024, representing approximately 1.94 shares per PSU. 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 due to the vesting of the 2021 grant. The actual achievement level under the award metrics approximated the estimated performance as of the year-end 2023; therefore, the vesting of the PSUs had minimal impact to compensation costs of $ 0.8 million in our 2024 condensed consolidated statement of operations. Unamortized Stock Compensation Expense and Recognition Period 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. 17 Table of Contents 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 ______________________________________________________________________________________________________ NOTE 8. FAIR VALUE MEASUREMENTS We have adopted the authoritative accounting guidance for fair value measurements, which does not determine or affect the circumstances under which fair value measurements are used, but defines fair value, expands disclosure requirements around fair value and specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, 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; and model-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 is significant 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 requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy levels. Balances Measured at Fair Value The following tables show the fair values of certain of our financial instruments: June 30, 2025 (In thousands) Balance Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 320,111 $ 320,111 $ — $ — Restricted cash 5,902 5,902 — — Investment available for sale 12,123 — — 12,123 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 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 June 30, 2025 and December 31, 2024 . Investment Available for Sale We have an investment in a single municipal bond issuance of $ 15.6 million aggregate principal amount of 7.5 % Urban Renewal Tax Increment Revenue Bonds, 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 is no 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 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 June 30, 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 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 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. 18 Table of Contents 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 ______________________________________________________________________________________________________ The following table summarizes the changes in fair value of the Company's Level 3 investment available for sale asset: Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2025 2024 2025 2024 Balance at beginning of reporting period $ 13,142 $ 13,550 $ 12,553 $ 13,327 Total gains (realized or unrealized): Included in interest income 45 45 90 89 Included in other comprehensive income (loss) ( 279 ) ( 370 ) 265 ( 191 ) Purchases, sales, issuances and settlements: Settlements ( 785 ) ( 730 ) ( 785 ) ( 730 ) Balance at end of reporting period $ 12,123 $ 12,495 $ 12,123 $ 12,495 We are exposed to valuation risk on our Level 3 financial instrument. We estimate our risk exposure using a sensitivity analysis of potential changes in the significant unobservable inputs of our fair value measurements. Our Level 3 financial instrument is most susceptible to valuation risk caused by changes in the 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 our fair value measurements to change significantly. The fair value of indefinite-lived intangible assets and long-lived assets, classified in the fair value hierarchy as Level 3, is utilized in performing the Company's impairment analyses. Assets acquired and contingent liabilities assumed as part of an asset acquisition, along with noncontrolling interest, are recorded at fair value upon acquisition and all are classified in the fair value hierarchy as Level 3, other than cash or restricted cash acquired, classified as Level 1. Balances Disclosed at Fair Value The following tables provide the fair value measurement information about our obligation under assessment agreements and note receivable. June 30, 2025 Outstanding Carrying Estimated Fair Value (In thousands) Face Amount Value Fair Value Hierarchy Asset Note receivable $ 33,051 $ 33,051 $ 34,143 Level 3 Liabilities Obligation under assessment arrangements 16,891 15,151 19,217 Level 3 December 31, 2024 Outstanding Carrying Estimated Fair Value (In thousands) Face 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: June 30, 2025 Outstanding Carrying Estimated Fair Value (In thousands) Face Amount Value Fair Value Hierarchy Credit facility $ 1,688,100 $ 1,681,117 $ 1,667,833 Level 2 4.750% senior notes due 2027 1,000,000 995,130 990,000 Level 1 4.750% senior notes due 2031 900,000 891,911 861,750 Level 1 Total debt $ 3,588,100 $ 3,568,158 $ 3,519,583 December 31, 2024 Outstanding Carrying Estimated Fair Value (In thousands) Face 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 19 Table of Contents 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 ______________________________________________________________________________________________________ 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 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 six months ended June 30, 2025 and 2024 . NOTE 9. SEGMENT INFORMATION The Company has 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 segments include the operating results of our gaming entertainment properties. The table below lists the Reportable Segment classification of each of our gaming entertainment properties that were aggregated based on their similar economic characteristics, types of customers, types of services and products provided, the regulatory environments in which they operate and their management and reporting structure. The Online segment includes the operating results of our online gaming operations through collaborative arrangements with third parties throughout the United States and the operations of Boyd Interactive. To reconcile Reportable Segments information to the condensed consolidated information, the Company has aggregated nonreportable operating segments into a Managed & Other category. The Managed & Other category includes management fees earned under our management contract with Wilton Rancheria for the management of Sky River Casino in northern California and the operating results of Lattner Entertainment Group Illinois, LLC, our Illinois distributed gaming operator. Las Vegas Locals Gold Coast Hotel and Casino Las Vegas, Nevada The Orleans Hotel and Casino Las Vegas, Nevada Sam's Town Hotel and Gambling Hall Las Vegas, Nevada Suncoast Hotel and Casino Las Vegas, Nevada Eastside Cannery Casino and Hotel ( 1 ) Las Vegas, Nevada Aliante Casino + Hotel + Spa North Las Vegas, Nevada Cannery Casino Hotel North Las Vegas, Nevada Jokers Wild Henderson, Nevada Downtown Las Vegas California Hotel and Casino Las Vegas, Nevada Fremont Hotel & Casino Las Vegas, Nevada Main Street Station Hotel and Casino Las Vegas, Nevada Midwest & South Par-A-Dice Casino East Peoria, Illinois Belterra Casino Resort (2) Florence, Indiana Blue Chip Casino Hotel Spa Michigan City, Indiana Diamond Jo Casino Dubuque, Iowa Diamond Jo Worth Northwood, Iowa Kansas Star Casino Mulvane, Kansas Amelia Belle Casino Amelia, Louisiana Delta Downs Racetrack Hotel & Casino Vinton, Louisiana Evangeline Downs Racetrack & Casino Opelousas, Louisiana Sam's Town Shreveport Shreveport, Louisiana Treasure Chest Casino Kenner, Louisiana IP Casino Resort Spa Biloxi, Mississippi Sam's Town Hotel and Gambling Hall Tunica Tunica, Mississippi Ameristar Casino * Hotel Kansas City (2) Kansas City, Missouri Ameristar Casino * Resort * Spa St. Charles (2) St. Charles, Missouri Belterra Park (2) Cincinnati, Ohio Valley Forge Casino Resort King of Prussia, Pennsylvania (1) Due to the current levels of demand in the market, Eastside Cannery remains closed since it was closed on March 18, 2020, in compliance with orders issued by state officials as precautionary measures intended to slow the spread of the COVID- 19 virus. ( 2 ) Property is subject to a master lease agreement with a real estate investment trust. Results of Operations - Total Reportable Segment Revenues and Adjusted EBITDAR We evaluate profitability based on Adjusted EBITDAR, which represents earnings before interest expense, interest income, income taxes, depreciation and amortization, deferred rent, share-based compensation expense, project development, preopening and writedown expenses, impairments of assets, other operating items, net, gain or loss on early extinguishments and modifications of debt, net income (loss) attributable to noncontrolling 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 of the gaming entertainment properties included in our Las Vegas Locals, Downtown Las Vegas and Midwest & South segments and Adjusted EBITDAR related to the online operations in our Online segment. Results for Downtown Las Vegas include the results of our Hawaii-based travel agency as our Downtown Las Vegas properties focus their marketing efforts on gaming customers from Hawaii. 20 Table of Contents 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 ______________________________________________________________________________________________________ EBITDAR is a commonly used measure of performance in our industry that we believe, when considered with measures calculated in accordance with GAAP, facilitates comparisons between us and our competitors and provides our investors a more complete understanding of our operating results before the impact of investing transactions, financing transactions and income taxes. Management has historically adjusted EBITDAR when evaluating operating performance because we believe that the inclusion or exclusion of certain recurring and non-recurring items is necessary to provide a full understanding of our core operating results and as a means to evaluate period-to-period results. 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 June 30, 2025 Food & Management Gaming Beverage Room Online Fee Other Total (In thousands) Revenue Revenue Revenue Revenue Revenue Revenue Revenue Revenues Las Vegas Locals $ 166,382 $ 24,890 $ 23,706 $ — $ — $ 14,113 $ 229,091 Downtown Las Vegas 34,077 10,874 7,267 — — 3,035 55,253 Midwest & South 459,231 42,403 20,480 — — 17,963 540,077 Online — — — 173,051 — — 173,051 Managed & Other 11,765 — — — 23,775 986 36,526 Total Revenues $ 671,455 $ 78,167 $ 51,453 $ 173,051 $ 23,775 $ 36,097 $ 1,033,998 Three Months Ended June 30, 2024 Food & Management Gaming Beverage Room Online Fee Other Total (In thousands) Revenue Revenue Revenue Revenue Revenue Revenue Revenue Revenues Las Vegas Locals $ 162,915 $ 23,373 $ 24,697 $ — $ — $ 14,069 $ 225,054 Downtown Las Vegas 36,725 11,085 6,893 — — 2,998 57,701 Midwest & South 440,296 42,536 21,005 — — 17,913 521,750 Online — — — 129,930 — — 129,930 Managed & Other 10,891 — — — 21,252 934 33,077 Total Revenues $ 650,827 $ 76,994 $ 52,595 $ 129,930 $ 21,252 $ 35,914 $ 967,512 Six Months Ended June 30, 2025 Food & Management Gaming Beverage Room Online Fee Other Total (In thousands) Revenue Revenue Revenue Revenue Revenue Revenue Revenue Revenues 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 Online — — — 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 Food & Management Gaming Beverage Room Online Fee Other Total (In thousands) Revenue Revenue Revenue Revenue Revenue Revenue Revenue Revenues 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 Online — — — 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 21 Table of Contents 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 ______________________________________________________________________________________________________ The following table reconciles, for the periods indicated, our Reportable Segments and our Managed & Other category Adjusted EBITDAR to net income attributable to Boyd Gaming, as reported in our accompanying condensed consolidated statements of operations: Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2025 2024 2025 2024 Adjusted EBITDAR Las Vegas Locals $ 112,714 $ 109,253 $ 219,261 $ 219,691 Downtown Las Vegas 19,405 22,018 40,328 39,833 Midwest & South 201,401 195,455 384,623 376,449 Online 22,244 17,057 45,550 37,533 Managed & Other 25,963 23,140 53,282 47,921 Corporate expense ( 23,865 ) ( 22,732 ) ( 47,665 ) ( 46,750 ) Adjusted EBITDAR 357,862 344,191 695,379 674,677 Other operating costs and expenses Deferred rent 147 163 294 324 Master lease rent expense 28,442 27,852 56,602 55,087 Depreciation and amortization 69,985 65,677 138,208 128,590 Share-based compensation expense 13,392 10,365 20,997 17,225 Project development, preopening and writedowns 2,764 7,586 1,242 10,607 Impairment of assets — — 32,272 10,500 Other operating items, net 762 5,442 3,507 5,853 Total other operating costs and expenses 115,492 117,085 253,122 228,186 Operating income 242,370 227,106 442,257 446,491 Other expense (income) Interest income ( 1,263 ) ( 403 ) ( 2,071 ) ( 849 ) Interest expense, net of amounts capitalized 50,569 42,949 99,006 85,258 Other, net ( 48 ) 50 59 100 Total other expense, net 49,258 42,596 96,994 84,509 Income before income taxes 193,112 184,510 345,263 361,982 Income tax provision ( 42,758 ) ( 44,665 ) ( 84,027 ) ( 85,664 ) Net income 150,354 139,845 261,236 276,318 Net income attributable to noncontrolling interest 1,104 — 1,641 — Net income attributable to Boyd Gaming $ 151,458 $ 139,845 $ 262,877 $ 276,318 For purposes of this presentation, corporate expense excludes its portion of share-based compensation expense. Corporate expense represents unallocated payroll, professional fees, rent, aircraft expenses and various other expenses that are not directly related to our casino, hotel and online operations. 22 Table of Contents 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 ______________________________________________________________________________________________________ Total Reportable Segment Expenses The Company's chief operating decision maker ("CODM") is our President and Chief Executive Officer. To monitor performance, the CODM regularly receives and reviews revenue and Adjusted EBITDAR information monthly for each operating segment aggregated by reportable segment, as well as consolidated expense information. Additionally, the CODM receives estimated and forecasted expense information by operating segment, as well as Adjusted EBITDAR margins and customer play on a segment basis. The CODM uses Adjusted EBITDAR margins to monitor the operating efficiencies of segments and customer play trends to monitor the overall health of the player in each segment. The CODM evaluates operating performance and allocates resources based on revenue and Adjusted EBITDAR. In particular, the CODM utilizes Adjusted EBITDAR to evaluate total company performance and individual operating segment performance. In addition, the CODM utilizes Adjusted EBITDAR in the evaluation of incentive compensation and in the annual budget process. 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 any segment expenses, the Company has aggregated all expenses into a single other segment expense category to reconcile segment revenues to Adjusted EBITDAR, the segment performance measure. The following table reconciles, for the periods indicated, the revenues of our Reportable Segments and our Managed & Other category to Adjusted EBITDAR. Las Vegas Downtown Midwest & Managed & (In thousands) Locals Las Vegas South Online Other Total Three Months Ended June 30, 2025 Revenues $ 229,091 $ 55,253 $ 540,077 $ 173,051 $ 36,526 $ 1,033,998 Other segment expenses (1) 116,377 35,848 338,676 150,807 10,563 652,271 Corporate expense — — — — — 23,865 Adjusted EBITDAR $ 112,714 $ 19,405 $ 201,401 $ 22,244 $ 25,963 $ 357,862 Three Months Ended June 30, 2024 Revenues $ 225,054 $ 57,701 $ 521,750 $ 129,930 $ 33,077 $ 967,512 Other segment expenses (1) 115,801 35,683 326,295 112,873 9,937 600,589 Corporate expense — — — — — 22,732 Adjusted EBITDAR $ 109,253 $ 22,018 $ 195,455 $ 17,057 $ 23,140 $ 344,191 Six Months Ended June 30, 2025 Revenues $ 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 Revenues $ 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. Total Reportable Segment Assets The Company's assets by Reportable Segment and Managed & Other category consisted of the following amounts: June 30, December 31, (In thousands) 2025 2024 Assets Las Vegas Locals $ 1,626,786 $ 1,623,935 Downtown Las Vegas 286,941 292,765 Midwest & South 3,875,483 3,855,386 Online 191,289 185,567 Managed & Other 113,337 115,839 Corporate 466,555 318,323 Total Assets $ 6,560,391 $ 6,391,815 23 Table of Contents 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 ___________________________________________________________________________________________ ___________ NOTE 10. SUBSEQUENT EVENTS 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. 24 Table of Contents