What changed in this filing

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Item 1. Financial Statements

2025-10-31 compared with 2025-07-30 · 222 added, 128 removed, 1053 unchanged (25% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

September 30,

(In thousands, except share data)

9 unchanged sentences

Income taxes receivable

22,080 30,005

Total current assets

16 unchanged sentences

Current maturities of long-term debt

44,000 44,006

Accrued liabilities

484,900 447,415

Income taxes payable

Total current liabilities

29 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(In thousands, except per share data)

Food & beverage

Online reimbursements

Management fee

2 unchanged sentences

Food & beverage

Online reimbursements

Selling, general and administrative

11 unchanged sentences

Interest expense, net of amounts capitalized

Total other expense, net

Loss on early extinguishments and modifications of debt

Total other (income) expense, net

Income before income taxes

10 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(In thousands)

58 unchanged sentences

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

Net income (loss)

— — — 1,439,993 — ( 1,157 ) 1,438,836

Fair value adjustments to available-for-sale securities

— — — — 292 — 292

Foreign currency translation adjustments

— — — — ( 125 ) — ( 125 )

Release of restricted stock units, net of tax

454 — ( 16 ) ( 7 ) — — ( 23 )

Shares repurchased and retired

( 1,903,611 ) ( 19 ) ( 8,518 ) ( 153,067 ) — — ( 161,604 )

Dividends declared ($ 0.18 per share)

— — — ( 14,228 ) — — ( 14,228 )

Share-based compensation costs

— — 8,534 — — — 8,534

Balances, September 30, 2025

78,645,912 $ 786 $ — $ 2,667,342 $ ( 1,771 ) $ 956 $ 2,667,313

BOYD GAMING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) ( Continued )

Boyd Gaming Corporation Stockholders' Equity

40 unchanged sentences

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

— — — 131,128 — — 131,128

Fair value adjustments to available-for-sale securities

— — — — 504 — 504

Foreign currency translation adjustments

— — — — 159 — 159

Release of restricted stock units, net of tax

1,423 — ( 32 ) ( 8 ) — — ( 40 )

Shares repurchased and retired

( 3,461,140 ) ( 35 ) ( 7,508 ) ( 196,508 ) — — ( 204,051 )

Dividends declared ($ 0.17 per share)

— — — ( 15,151 ) — — ( 15,151 )

Share-based compensation costs

— — 7,540 — — — 7,540

Balances, September 30, 2024

88,849,292 $ 888 $ — $ 1,631,949 $ ( 1,035 ) $ — $ 1,631,802

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

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

Six Months Ended

Nine Months Ended

September 30,

(In thousands)

8 unchanged sentences

Non-cash impairment of assets

Gain on sale of investment

Loss on early extinguishments and modifications of debt

Other operating activities

12 unchanged sentences

Advances made under note receivable

Cash paid for asset acquisitions

Proceeds from sale of investment

Cash paid for asset acquisitions, net of cash received

Other investing activities

Net cash used in investing activities

Net cash provided by (used in) investing activities

Cash Flows from Financing Activities

23 unchanged sentences

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

as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024

______________________________________________________________________________________________________

12 unchanged sentences

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.

Recasted Condensed Consolidated Statements of Operations (Unaudited)

In the third quarter of 2025, the Company has separated out online reimbursements revenue from online revenue and online reimbursements expense from online expense.

Under certain of our online market access agreements, 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.

To improve transparency on the face of the financial statements, the reimbursements we receive are recorded as online reimbursements revenue and the gaming taxes and other expenses paid are reported as online reimbursements expense.

Online revenue and online expense include Boyd Interactive operations and our revenue share from our online market access agreements.

Revenue for the three and nine months ended September 30, 2024 has been recast to conform to this presentation.

The disaggregation of online reimbursements revenue from online revenue and online reimbursements expense from online expense did not impact the Company's total revenues, net income or earnings per share as previously reported for the three and nine months ended September 30, 2024.

Additionally, revenues and expenses from the first and second quarters of 2025 have been recast to reflect the breakout of online reimbursements revenue from online revenue and online reimbursements expense from online expense included in the nine months ended September 30, 2025.

Consolidation of Subsidiaries and Variable Interest Entities

19 unchanged sentences

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.

September 30,

(In thousands)

7 unchanged sentences

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

as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024

______________________________________________________________________________________________________

12 unchanged sentences

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.

See Online Market Access Agreements below for further discussion of revenues earned under our market access agreements.

The transaction price for a gaming wagering contract is the difference between gaming wins and losses, not the total amount wagered.

23 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(In thousands)

5 unchanged sentences

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

as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 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 $ 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.

Gaming taxes recorded as gaming expense totaled approximately $ 134.0 million and $ 129.5 million for the three months ended September 30, 2025 and 2024 , respectively, and were $ 396.2 million and $ 386.4 million for the nine months ended September 30, 2025 and 2024 , respectively.

Gaming taxes recorded as online expense, excluding taxes paid under online market access agreements (see Online Market Access Agreements below for further discussion), totaled $ 6.7 million and $ 3.7 million for the three months ended September 30, 2025 and 2024 , respectively, and $ 17.6 million and $ 9.3 million for the nine months ended September 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.

19 unchanged sentences

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.

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

Collaborative Arrangements - FanDuel

In 2018, we acquired a five percent equity ownership in FanDuel Group Parent, LLC ("FanDuel").

During the period that we held the five percent equity interest, we did not have the ability to exercise significant influence over FanDuel's operations and financial policies.

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

We evaluated the investment for impairment whenever events or circumstances indicated that the carrying amount may not be recoverable.

We evaluated the recorded value of the investment when any observable price changes in orderly transactions for an identical or similar investment required an adjustment of the investment to fair value.

From the acquisition of the FanDuel equity interest in 2018 to the sale of such in July 2025, as discussed below, the Company had no accumulated impairments or adjustments to fair value related to the investment.

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

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

("Parent") and FanDuel, pursuant to which Parent agreed to purchase Boyd Interactive Holding's five percent equity interest (the "Equity Interest") in FanDuel, and Boyd Gaming and FanDuel, or their respective affiliated entities, agreed to enter into certain Commercial Arrangements (as defined below).

On July 31, 2025, pursuant to the Purchase Agreement, Boyd Interactive Holdings completed the sale of its Equity Interest to Parent for aggregate cash consideration of $ 1,758.0 million which reflected the estimated fair value of the Equity Interest.

The resulting gain on sale of the Equity Interest is recorded in other, net on the condensed consolidated statements of operations for the three and nine months ended September 30, 2025.

The income taxes payable on the sale of the Equity Interest are included in income taxes payable on the condensed consolidated balance sheet and were $ 375.9 million as of September 30, 2025 .

In connection with the sale of the Equity Interest, Boyd Gaming and FanDuel or their respective affiliated entities terminated certain of their existing agreements related to their strategic partnership and entered into certain new agreements (collectively, the "FanDuel Market Access Agreements"), pursuant to which Boyd Gaming or its subsidiaries ("Boyd Entities") agreed to, 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 prior arrangements with Boyd entities, updated to an annual fixed fee owed to the Boyd Entities instead of variable fees based on net wagering wins and losses and to extend the term of the arrangements to 2038, and (ii) transition any branding and operational support provided by FanDuel at the existing FanDuel branded sportsbooks at Boyd Gaming properties to be branded and operated entirely by Boyd Entities, but utilizing certain sports betting data feeds provided by FanDuel or its affiliate.

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

as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024

______________________________________________________________________________________________________

Online Market Access Agreements

Subject to state law and regulatory approvals, we offer online sports wagering under market access agreements with online operators in Illinois, Indiana, Iowa, Kansas, Louisiana, Ohio (through June 30, 2025) and Pennsylvania as well as online casinos in Pennsylvania.

Under our online market access agreements, including the FanDuel Market Access Agreements, we receive a revenue share from the third -party operator based on actual net wagering wins and losses or a fixed annual fee.

The market access fees under these market access agreements are recorded in online revenue on the condensed consolidated statements of operations.

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 reimbursements expense and the reimbursements we receive as online reimbursements revenues.

Currency Translation

4 unchanged sentences

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).

Gains or losses from foreign currency transaction remeasurements are recorded in other, net on the condensed consolidated statements of operations.

Use of Estimates

2 unchanged sentences

Recently Issued Accounting Pronouncements

ASU 2025 - 06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350 - 40 ) ("Update 2025 - 06" )

In September 2025, the FASB issued Update 2025 - 06 to clarify guidance regarding when an entity is required to start capitalizing software costs.

Update 2025 - 06 is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted.

The Company is evaluating the impact of the adoption of Update 2025 - 06 to the condensed consolidated financial statements.

ASU 2025 - 05, Financial Instruments - Credit Losses (Topic 326 ) ("Update 2025 - 05" )

In July 2025, the FASB issued Update 2025 - 05 to clarify guidance related to Topic 326 for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers , and allowing for a practical expedient that assumes that current conditions as of the balance sheet do not change for the remaining life of the asset.

Update 2025 - 05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted.

The Company is evaluating the impact of the adoption of Update 2025 - 05 to the condensed consolidated financial statements.

A variety of proposed or otherwise potential accounting standards are currently being studied by standard-setting organizations and certain regulatory agencies.

2 unchanged sentences

Property and equipment, net consists of the following:

September 30,

(In thousands)

16 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(In thousands)

1 unchanged sentence

$ 68,802 $ 66,190 $ 198,168 $ 186,566

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 .

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

as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024

______________________________________________________________________________________________________

During the nine months ended September 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.

In addition, as a result of our third quarter 2025 impairment review, the Company recorded long-lived asset impairment charges of $ 47.3 million for property and equipment related to our Midwest & South segment and $ 17.8 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 and the sales comparison approach which focuses on comparable sales transactions.

These noncash impairment charges are 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 nine months ended September 30, 2024 .

GOODWILL AND INTANGIBLE ASSETS, NET

Intangible assets, net consist of the following:

June 30, 2025

September 30, 2025

Effect of Foreign

21 unchanged sentences

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

Balances, June 30, 2025

Balances, September 30, 2025

$ 1,767,601 $ ( 100,605 ) $ ( 286,249 ) $ ( 199 ) $ 1,380,548

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 June 30, 2025 :

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024

______________________________________________________________________________________________________

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

(In thousands)

7 unchanged sentences

For the year ending

2025 (excluding six months ended June 30, 2025)

2025 (excluding nine months ended September 30, 2025)

$ 165 $ 967 $ 763 $ 1,928 $ 945 $ 270 $ 56 $ 5,094

6 unchanged sentences

$ 2,585 $ 29,644 $ 11,832 $ 33,068 $ 16,551 $ 9,840 $ 4,256 $ 107,776

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.

During the nine months ended September 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 .

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

Goodwill consists of the following:

June 30, 2025

September 30, 2025

(In thousands)

9 unchanged sentences

30,529 — ( 30,529 ) — —

Balances, June 30, 2025

Balances, September 30, 2025

$ 1,372,099 $ ( 6,134 ) $ ( 408,078 ) $ 61 $ 957,948

15 unchanged sentences

Accrued liabilities consist of the following:

September 30,

(In thousands)

17 unchanged sentences

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

as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024

______________________________________________________________________________________________________

1 unchanged sentence

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

June 30, 2025

September 30, 2025

September 30,

(In thousands)

5 unchanged sentences

4.750 % 900,000 ( 7,752 ) 892,248

Total long-term debt

3,588,100 ( 19,942 ) 3,568,158

Less current maturities

44,000 — 44,000

Long-term debt, net

16 unchanged sentences

The outstanding principal amounts under the Credit Facility are comprised of the following:

September 30,

(In thousands)

1 unchanged sentence

$ — $ 475,000

737,000 759,000

46,100 66,300

Total outstanding principal amounts

$ 9,300 $ 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 .

The Company used the $ 1,758.0 million cash proceeds from the sale of the Equity Interest in FanDuel, as discussed in Note 1, Summary of Significant Accounting Policies , to pay down the then outstanding Credit Facility debt, which consisted of $ 915.0 million on the Revolving Credit Facility, $ 726.0 million on the Term A Loan and $ 39.9 million on the Swing Loan.

The full repayment of the outstanding Term A Loan extinguished the Term A Loan under the Credit Facility.

With a total revolving credit commitment of $ 1,450.0 million available under the Credit Facility, $ 9.3 million in borrowings outstanding on the Swing Loan, and $ 12.7 million allocated to support various letters of credit, there was a remaining contractual availability under the Credit Facility of $ 1,428.0 million as of September 30, 2025 .

Early Extinguishments and Modifications of Debt

During the three and nine months ended September 30, 2025 , the Company incurred $ 1.4 million in loss on early extinguishments of debt due to the full repayment and extinguishment of the Term A Loan with proceeds from the sale of the Equity Interest in FanDuel.

The $1.4 million incurred relates to the write-off of unamortized deferred finance charges associated with the Term A Loan.

Covenant Compliance

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

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

as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024

______________________________________________________________________________________________________

7 unchanged sentences

$ 21.0 million for our management services for the

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

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

$ 72.6 million and

$ 64.5 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.

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

Master Lease Agreements

18 unchanged sentences

Norfolk Agreements

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.

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 would, 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

4 unchanged sentences

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

9 unchanged sentences

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

as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024

______________________________________________________________________________________________________

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

September 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

15 unchanged sentences

June 1, 2022,

May 9, 2024 and

December 5, 2024.

June 30, 2025 ,

December 5, 2024 and

July 17, 2025.

September 30, 2025 ,

$ 547.4 million remains available under the Share Repurchase Program.

9 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(In thousands, except per share data)

5 unchanged sentences

$ 84.05 $ 58.37 $ 75.67 $ 58.48

( 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.

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

These amounts exclude repurchases, if any, traded but not yet settled on or before September 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 June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and 2024

as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024

______________________________________________________________________________________________________

10 unchanged sentences

July 15, 2024

August 20, 2024

September 15, 2024

October 15, 2024

December 5, 2024

6 unchanged sentences

July 15, 2025

August 12, 2025

September 15, 2025

October 15, 2025

Share-Based Compensation

3 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(In thousands)

21 unchanged sentences

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.

Our stock incentive plan provides for the issuance of Performance Share Units ("PSU") grants which may be earned, in whole or in part, upon the 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.

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 Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization and Rent under master leases ("Adjusted EBITDAR"), Adjusted 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 Adjusted 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.

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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.

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

as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024

______________________________________________________________________________________________________

Unamortized Stock Compensation Expense and Recognition Period

As of September 30, 2025 , there was approximately $ 12.2 million, $ 3.0 million and $ 1.6 million of total unrecognized share-based compensation costs related to unvested RSUs, PSUs and career shares, respectively.

As of September 30, 2025 , the unrecognized share-based compensation costs related to our RSUs, PSUs and career shares are expected to be recognized over approximately 1.3 years, 1.9 years and 3.2 years, respectively.

FAIR VALUE MEASUREMENTS

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

June 30, 2025

September 30, 2025

(In thousands)

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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 .

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 September 30, 2025 and December 31, 2024 .

Investment Available for Sale

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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.

The fair value of the instrument is estimated using a discounted cash flows approach and the significant unobservable input used in the valuation at September 30, 2025 and December 31, 2024 is a discount rate of 12.6 % and 13.0 %, respectively.

Unrealized gains and losses on this instrument resulting from changes in the fair value of the instrument are not charged 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.

At both September 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 September 30, 2025 and December 31, 2024 , $ 11.7 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 September 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.

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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

as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024

______________________________________________________________________________________________________

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Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(In thousands)

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Included in interest income

44 43 134 132

Included in other comprehensive income (loss)

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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

September 30, 2025

Outstanding Carrying Estimated Fair Value

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

June 30, 2025

September 30, 2025

Outstanding Carrying Estimated Fair Value

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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

as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 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 estimated fair values of our note receivable and our obligation under assessment arrangements are 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 September 30, 2025 and December 31, 2024 .

The estimated fair values of our senior notes are based on quoted market prices as of September 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 .

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

SEGMENT INFORMATION

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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.

The Online segment includes the operating results of our online gaming business ("Boyd Interactive") and online market access fees through our agreements with third parties throughout the United States.

To reconcile Reportable Segments information to the condensed consolidated information, the Company has aggregated nonreportable operating segments into a Managed & Other category.

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Ameristar Casino * Resort * Spa St.

Charles ( 2 )

Charles, Missouri

3 unchanged sentences

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.

( 1 ) Company is finalizing plans to demolish the property.

Property 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.

( 3 ) Property will permanently close on November 9, 2025.

Results of Operations - Total Reportable Segment Revenues and Adjusted EBITDAR

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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

as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024

______________________________________________________________________________________________________

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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

Three Months Ended September 30, 2025

Reimbursements

(In thousands)

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$ 657,371 $ 75,570 $ 45,244 $ 26,893 $ 138,704 $ 23,697 $ 36,882 $ 1,004,361

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024 (1)

Reimbursements

(In thousands)

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$ 640,528 $ 72,728 $ 50,226 $ 38,146 $ 103,166 $ 21,030 $ 35,422 $ 961,246

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025 (1)

Reimbursements

(In thousands)

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$ 1,967,519 $ 227,895 $ 144,085 $ 106,000 $ 402,221 $ 72,618 $ 109,586 $ 3,029,924

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024 (1)

Reimbursements

(In thousands)

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$ 1,925,486 $ 222,361 $ 151,768 $ 94,738 $ 322,674 $ 64,527 $ 107,725 $ 2,889,279

(1) Revenues for the three and nine months ended September 30, 2024 have been recast to reflect the change made during the third quarter of 2025 to separate online reimbursements revenue from online revenue.

Additionally, revenues for the first and second quarters of 2025 have been recast to reflect the separation of online reimbursements revenue from online revenue included in the nine months ended September 30, 2025.

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

as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024

______________________________________________________________________________________________________

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Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(In thousands)

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33,262 46,208 132,268 131,466

Loss on early extinguishments and modifications of debt

1,446 — 1,446 —

Total other expense, net

( 1,735,479 ) 189 ( 1,735,420 ) 289

Total other (income) expense, net

( 1,702,272 ) 46,005 ( 1,605,278 ) 130,514

Income before income taxes

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1,438,836 131,128 1,700,072 407,446

Net income attributable to noncontrolling interest

Net loss attributable to noncontrolling interest

1,157 — 2,798 —

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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

as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024

______________________________________________________________________________________________________

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(In thousands)

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

$ 210,842 $ 53,224 $ 538,852 $ 165,597 $ 35,846 $ 1,004,361

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$ 92,128 $ 16,118 $ 201,603 $ 9,424 $ 26,269 $ 321,765

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

$ 211,861 $ 53,300 $ 522,400 $ 141,312 $ 32,373 $ 961,246

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$ 96,414 $ 16,511 $ 196,867 $ 26,005 $ 22,529 $ 336,632

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

$ 662,732 $ 165,764 $ 1,583,516 $ 508,221 $ 109,691 $ 3,029,924

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$ 311,389 $ 56,446 $ 586,226 $ 54,974 $ 79,551 $ 1,017,144

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

$ 662,537 $ 164,532 $ 1,544,916 $ 417,412 $ 99,882 $ 2,889,279

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The Company's assets by Reportable Segment and Managed & Other category consisted of the following amounts:

September 30,

(In thousands)

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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

as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024

______________________________________________________________________________________________________

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.

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

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