BOYD GAMING CORP 10-Q

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Executive Overview 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 gaming entertainment properties. Headquartered in Las Vegas, Nevada, we have gaming entertainment properties in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi, Missouri, Ohio and Pennsylvania. In addition, we own and operate Boyd Interactive, a business-to-business and business-to-consumer online casino gaming business. We also manage the Sky River Casino located in California under a management agreement with Wilton Rancheria. We have the following four reportable segments: (i) Las Vegas Locals; (ii) Downtown Las Vegas; (iii) Midwest & South; and (iv) Online, (collectively "Reportable Segments"). The Las Vegas Locals, Downtown Las Vegas and Midwest & South 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 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. 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 ("Lattner"). 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 (3) 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) 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. We also own a travel agency located in Hawaii. As our Downtown Las Vegas properties focus their marketing efforts on gaming customers from Hawaii, financial results for our travel agency are included in our Downtown Las Vegas segment. 26 Table of Contents Most of our gaming entertainment properties also include a hotel, restaurants, bars, a sportsbook, retail and other amenities. Our main business emphasis is on slot revenues, which are highly dependent upon the number of visits and spending levels of customers at our properties. Our gaming entertainment properties have historically generated significant operating cash flow, with the majority of our revenue being cash-based. While we do provide casino credit and the ability to transfer digital funds from a player's cashless "BoydPay" wallet, subject to certain gaming regulations and jurisdictions, most of our customers wager with cash and pay for non-gaming services with cash or by credit card. Until July 31, 2025, we also held a five percent equity ownership interest in FanDuel Group Parent, LLC ("FanDuel"), the nation's leading sports-betting operator. On July 10, 2025, we entered into a definitive agreement with FanDuel and TSE Holdings Ltd., to sell our equity interest, terminate certain market access agreements and enter into certain new market access agreements. The sale of our five percent equity interest in FanDuel closed on July 31, 2025 ("FanDuel Equity Sale"), and the Company received aggregate cash proceeds of $1,758.0 million. See also Note 1 , Summary of Significant Accounting Policies. Our industry is capital intensive, and we rely heavily on the ability of our operations to generate operating cash flow to fund maintenance capital expenditures, pay income taxes, repay debt financing and associated interest costs, repurchase our debt or equity securities, pay dividends, and provide excess cash for future development and to help fund acquisitions. Our Strategy Our strategy is to increase shareholder value by pursuing strategic initiatives that improve and grow our business. Growing Revenues and Operating Efficiently We are committed to growing revenues and building loyalty among core customers through targeted marketing investments with a focus on maximizing gaming revenues while operating as efficiently as possible. Balance Sheet Strength We are committed to maintaining a strong balance sheet and finding opportunities to diversify and increase our cash flow. We are also committed to a balanced capital allocation approach with our cash flows, with a current emphasis on investing in our business and returning capital to shareholders. The aggregate cash proceeds from the FanDuel Equity Sale during the third quarter of 2025 were used primarily to repay outstanding borrowings under our Credit Facility. Evaluating Acquisition and Growth Opportunities Our evaluations of potential investments and growth opportunities are strategic, deliberate, and disciplined. Our goal is to identify and pursue opportunities that grow our business, are available at the right price and deliver a solid return for shareholders. These investments can take the form of expanding and enhancing offerings and amenities at existing properties, developing new properties, expanding and enhancing online sports wagering and online casino offerings as they are legalized in and around the states we operate today, and asset acquisitions. Maintaining Our Brand The ability of our Team Members to deliver great customer service helps distinguish our Company and our brand from our competitors. Our Team Members are an important reason that our customers continue to choose our properties over the competition across the country. In addition, we have established nationwide branding through our "Boyd Rewards" loyalty program. Our players use their Boyd Rewards cards to earn and redeem points at all of our gaming entertainment properties and online casino gaming offerings. Boyd Rewards, among other benefits, rewards players for their loyalty by entitling them to qualify for promotions and monetary discounts, earn rewards toward gaming and nongaming activities and receive benefits such as vacations and luxury gifts. Commitment to Corporate Social Responsibility ("CSR") We seek to fulfill our commitment to CSR through four core pillars: Environment, People, Communities and Corporate Governance. We invest in the well-being of our communities and future generations through economic contributions and endeavor to reduce our carbon footprint, strive to be an employer of choice where every Team Member is treated with dignity and respect, and promote a culture of conducting business with the highest level of integrity. 27 Table of Contents Our Key Performance Indicators We use several key performance measures to evaluate the operations of our gaming entertainment properties. These key performance measures include the following: • Gaming revenue measures : slot handle , which means the dollar amount wagered in slot machines, and table game drop , which means the total amount of cash, including digital funds transferred from the players' cashless "BoydPay" wallets, deposited in table games drop boxes, plus the sum of the markers issued at all table games, are measures of volume and/or market share. Slot win and table game hold , which refers to the amount of money wagered on slot machines and table games, respectively, that is retained by us and recorded as gaming revenues. This figure represents the difference between total wagers made by customers and the winnings they receive on slot machines and table games. Slot win percentage and table game hold percentage are not fully controllable by us and represent the relationship between slot handle to slot win and table game drop to table game hold, respectively. • Food & beverage revenue measures : average guest check , which means the average amount spent per customer visit and is a measure of volume and product offerings; number of guests served ("food covers"), which is an indicator of volume; and the cost per guest served , which is a measure of operating margin. • Room revenue measures : hotel occupancy rate , which measures the utilization of our available rooms; average daily rate ("ADR"), which is a price measure; and the cost per room , which is a measure of operating margin. RESULTS OF OPERATIONS Overview Three Months Ended Nine Months Ended September 30, September 30, (In millions) 2025 2024 2025 2024 Total revenues $ 1,004.4 $ 961.2 $ 3,029.9 $ 2,889.3 Operating income 139.8 220.0 582.0 666.5 Net income 1,438.8 131.1 1,700.1 407.4 Total Revenues Total revenues for the three months ended September 30, 2025 increased by $43.1 million, or 4.5% , compared to the prior year comparable period, primarily due to the following: (i) an increase in online reimbursements revenue of $35.5 million, which relates to reimbursements of gaming taxes and other expenses paid on behalf of our online partners; (ii) an increase in gaming revenues of $16.8 million, or 2.6%, driven by an increase in slot handle of 4.1% and slot win of 3.9%; and offset by (iii) a decrease in online revenue of $11.3 million which was driven by a $20.5 million decrease in revenue related to our market access agreements primarily due to the termination of certain agreements and entry into certain new agreements at lower rates than those terminated, and offset by a $9.2 million increase in revenue from Boyd Interactive's operations, which was driven primarily by the acquisition of Resorts Digital Gaming, LLC ("Boyd Digital") on September 1, 2024. Total revenues for the nine months ended September 30, 2025 increased by $140.6 million, or 4.9% , compared to the prior year comparable period, primarily due to the following: (i) an increase in online reimbursements revenue of $79.5 million, which relates to reimbursements of gaming taxes and other expenses paid on behalf of our online partners; (ii) an increase in gaming revenues of $42.0 million, or 2.2%, driven by an increase in slot handle of 3.1% and slot win of 2.7%; (iii) an increase in online revenue of $11.3 million, primarily due to a $30.8 million increase in revenue from Boyd Interactive's operations, which was driven primarily by the acquisition of Boyd Digital on September 1, 2024, offset by a $19.6 million decrease in revenue from our market access agreements driven primarily by the termination of certain agreements and entry into certain new agreements, as noted above; and (iv) an increase of $8.1 million related to the Sky River Casino management fee. Operating Income Operating income decreased by $80.2 million, or 36.5% , for the three months ended September 30, 2025 , compared to the prior year comparable period, primarily due to a $65.1 million increase in impairment of assets over the prior year comparable period as the Company recorded long-lived asset impairment charges of $65.1 million during the three months ended September 30, 2025 related to property and equipment in the Las Vegas Locals and Midwest & South segments. In addition, while total revenues grew $43.1 million, as noted above, $35.5 million is driven by an increase in online reimbursements revenue, which results in zero operating income as an equal amount is reimbursed to the Company for the amounts paid on behalf of our online partners that are recorded as expense. Operating income was also unfavorably impacted by changes in our market access agreements, as discussed above, that drove a $20.5 million decrease in market access fee revenue. Operating income decreased by $84.5 million, or 12.7% , for the nine months ended September 30, 2025 , compared to the prior year comparable period. Operating income was unfavorably impacted by an $86.9 million increase in impairment of assets over the prior year comparable period as the Company recorded long-lived asset impairment charges of $97.4 million during the nine months ended September 30, 2025 related to property and equipment in the Las Vegas Locals and Midwest & South segments, compared to a $10.5 million impairment charge during the nine months ended September 30, 2024 related to a gaming license right in the Midwest & South segment. While we experienced growth in gaming revenues during the nine months ended September 30, 2025, that growth was offset by the $19.6 million decrease in market access fee revenue, as discussed above. In addition, the increase in online reimbursements revenue of $79.5 million resulted in zero operating income as an equal amount is also recorded as expense, as discussed above. Net Income Net income increased $1,307.7 million for the three months ended September 30, 2025 , compared to the prior year comparable period, primarily due to the following: (i) a $1,748.0 million gain on the FanDuel Equity Sale in the third quarter of 2025; offset by (ii) a $360.3 million increase in the income tax provision primarily driven by the FanDuel Equity Sale; and offset by (iii) the $80.2 million decrease in operating income, as discussed above. Net income in creased $1,292.6 million for the nine months ended September 30, 2025, compared to the prior year comparable period, primarily due to the following: (i) a $1,748.0 million gain on the FanDuel Equity Sale in the third quarter of 2025; offset by (ii) a $358.7 million increase in the income tax provision primarily driven by the FanDuel Equity Sale; and offset by (iii) the $84.5 million decrease in operating income, as discussed above. 28 Table of Contents Operating Revenues We derive the majority of our revenues from our gaming operations, which produced approximately 65% of revenues for the three and nine months ended September 30, 2025, respectively, and 67% of revenues for the three and nine months ended September 30, 2024, respectively. Online reimbursements revenues, which include reimbursements received from our third-party operators for gaming taxes and other expenses we pay under market access arrangements, represent our next most significant revenue source, generating 14% and 11% of revenues for the three months ended September 30, 2025 and 2024 , respectively, and 13% and 11% of revenues for the nine months ended September 30, 2025 and 2024 , respectively. Food & beverage revenues, room revenues, online revenues, management fee revenues and other revenues each separately contributed 8% or less of revenues during these periods. Three Months Ended Nine Months Ended September 30, September 30, (In millions) 2025 2024 2025 2024 REVENUES Gaming $ 657.4 $ 640.5 $ 1,967.5 $ 1,925.5 Food & beverage 75.6 72.7 227.9 222.4 Room 45.2 50.2 144.1 151.8 Online 26.9 38.1 106.0 94.7 Online reimbursements 138.7 103.2 402.2 322.7 Management fee 23.7 21.1 72.6 64.5 Other 36.9 35.4 109.6 107.7 Total revenues $ 1,004.4 $ 961.2 $ 3,029.9 $ 2,889.3 DEPARTMENTAL OPERATING EXPENSES Gaming $ 259.7 $ 252.2 $ 765.3 $ 750.0 Food & beverage 67.5 62.7 196.4 187.9 Room 19.5 19.7 58.0 57.7 Online 17.8 11.9 50.4 30.6 Online reimbursements 138.7 103.2 402.2 322.7 Other 13.1 12.2 38.0 38.3 Total departmental operating expenses $ 516.3 $ 461.9 $ 1,510.3 $ 1,387.2 MARGINS Gaming 60.5 % 60.6 % 61.1 % 61.0 % Food & beverage 10.7 % 13.8 % 13.8 % 15.5 % Room 56.9 % 60.8 % 59.8 % 62.0 % Online 33.8 % 68.8 % 52.5 % 67.7 % Online reimbursements 0.0 % 0.0 % 0.0 % 0.0 % Other 64.5 % 65.5 % 65.3 % 64.4 % Gaming Gaming revenues are comprised primarily of the net win from our slot machine operations and to a lesser extent from table games win. The increase in gaming revenues of $16.8 million, or 2.6% , during the three months ended September 30, 2025 , compared to the prior year comparable period, was primarily due to increases in slot handle of 4.1% and slot win of 3.9%. Gaming revenues increased $42.0 million, or 2.2% , during the nine months ended September 30, 2025 , compared to the prior year comparable period, and was primarily due to increases in slot handle of 3.1% and slot win of 2.7%. Food & Beverage Food & beverage revenues increased $2.8 million, or 3.9% , during the three months ended September 30, 2025 , compared to the prior year comparable period, primarily due to an increase in average guest check of 10.1%, offset by a 4.5% decrease in food covers. Food & beverage margin for the three months ended September 30, 2025 , decreased to 10.7% from 13.8% for the prior year comparable period, primarily due to a 14.6% increase in cost per cover. Food & beverage revenues increased $5.5 million, or 2.5% , during the nine months ended September 30, 2025 , compared to the prior year comparable period, primarily due to an increase in average guest check of 6.9%, offset by a 2.4% decrease in food covers. Food & beverage margin for the nine months ended September 30, 2025 , decreased to 13.8% from 15.5% for the prior year comparable period, primarily due to a 9.3% increase in cost per cover. Room Room revenues decreased $5.0 million, or 9.9% , during the three months ended September 30, 2025 , compared to the prior year comparable period, primarily due to declines in average daily rate and hotel occupancy rate of 3.5% and 2.4%, respectively. Room margin for the three months ended September 30, 2025 , decreased to 56.9% from 60.8% for the prior year comparable period, primarily due to a 5.2% increase in cost per room. Room revenues decreased $7.7 million, or 5.1% , during the nine months ended September 30, 2025 , compared to the prior year comparable period, primarily due to a decline in average daily rate of 3.0%. Room margin for the nine months ended September 30, 2025 , declined to 59.8% from 62.0% for the prior year comparable period, primarily due to a 3.3% increase in cost per room. 29 Table of Contents Online Online reve nues decreased $11.3 million during the three months ended September 30, 2025 , compared to the prior year comparable period, driven by a $20.5 million decrease in revenue related to our market access agreements primarily due to the termination of certain agreements and entry into certain new agreements at lower rates than those terminated . Offsetting this decline is a $9.2 million increase in revenue from Boyd Interactive's operations, which was driven primarily by the acquisition of Boyd Digital on September 1, 2024. Online margins for the three months ended September 30, 2025, decreased to 33.8% from 68.8% for the prior year comparable period, due primarily to the changes in our market access agreements during the current year quarter. The fees we receive under our market access agreements generate high margin revenues as we incur minimal costs related to such agreements. As such, the lower market access fees we now receive from the new agreements entered into during the third quarter of 2025 had an unfavorable impact on margins as compared to the prior year, and we expect these lower margins to continue. Online revenues increased $11.3 million during the nine months ended September 30, 2025 , compared to the prior year comparable period, primarily driven by a $30.8 million increase in revenue from Boyd Interactive's operations, which was driven primarily by the acquisition of Boyd Digital on September 1, 2024 offset by a $19.6 million decrease in revenue related to our market access agreement changes, as discussed above. Similar to the three months ended September 30, 2025, compared to the prior year comparable period, margins declined during the nine months ended September 30, 2025, compared to the prior year comparable period, due to the changes in the market access agreements in the third quarter of 2025 that resulted in lower market access fees, as discussed above. Online reimbursements Online reimbursements reven ues increased $35.5 million and $79.5 million during the three and nine months ended September 30, 2025 , respectively, as compared to the prior year comparable periods, and represent an increase in reimbursements of gaming taxes and other expenses paid on behalf of our online partners. Management fee Management fee revenues during the three months ended September 30, 2025 and 2024 of $23.7 million and $21.0 milli on, respectively, and during the nine months ended September 30, 2025 and 2024 of $72.6 million and $64.5 milli on, respectively, relate to our management agreement with Wilton Rancheria to manage the Sky River Casino in northern California. Other Other revenues relate to patronage visits at the other amenities at our properties, including entertainment and nightclub revenues, retail sales, theater tickets and other venues. Other revenues increased $1.5 million, or 4.1% , and $1.9 million, or 1.7% , during the three and nine months ended September 30, 2025 , respectively, as compared to the corresponding periods of the prior year. Revenues and Adjusted EBITDAR by Reportable Segment We determine profitability based on Adjusted Earnings Before Interest, Taxes, Depreciation, Amortization and Rent ("Adjusted EBITDAR"), which represents earnings before interest expense, interest income, income taxes, depreciation and amortization, deferred rent, master lease rent expense, other operating items, net, share-based compensation expense, project development, preopening and writedown expenses, impairments of assets, gain or loss on early extinguishments and modifications of debt, net income (loss) attributable to noncontrolling interest and other items, net, as applicable. 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 our Online segment. Results for Downtown Las Vegas include the results of our travel agency located in Hawaii. Results for our nonreportable operating segments, including Lattner and our Sky River Casino management fees, are aggregated in the Managed & Other category. 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. Furthermore, for purposes of this presentation, corporate expense excludes its portion of share-based compensation expense. EBITDAR is a commonly used measure of performance in our industry that we believe, when considered with measures calculated in accordance with accounting principles generally accepted in the United States of America ("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 table presents total revenues and Adjusted EBITDAR by Reportable Segment and our Managed & Other category to reconcile to total revenues and total Adjusted EBITDAR: Three Months Ended Nine Months Ended September 30, September 30, (In millions) 2025 2024 2025 2024 Total revenues Las Vegas Locals $ 210.8 $ 211.8 $ 662.7 $ 662.6 Downtown Las Vegas 53.2 53.3 165.8 164.5 Midwest & South 538.9 522.4 1,583.5 1,544.9 Online 165.6 141.3 508.2 417.4 Managed & Other 35.9 32.4 109.7 99.9 Total revenues $ 1,004.4 $ 961.2 $ 3,029.9 $ 2,889.3 Adjusted EBITDAR (1) Las Vegas Locals $ 92.1 $ 96.4 $ 311.4 $ 316.1 Downtown Las Vegas 16.1 16.5 56.4 56.3 Midwest & South 201.6 196.9 586.2 573.3 Online 9.4 26.0 55.0 63.5 Managed & Other 26.3 22.5 79.5 70.5 Corporate expense (23.7 ) (21.7 ) (71.4 ) (68.4 ) Adjusted EBITDAR $ 321.8 $ 336.6 $ 1,017.1 $ 1,011.3 (1) Refer to Note 9, Segment Information, in the notes to the condensed consolidated financial statements (unaudited) for a reconciliation of Adjusted EBITDAR to net income attributable to Boyd Gaming, as reported in accordance with GAAP in our accompanying condensed consolidated statements of operations. 30 Table of Contents Las Vegas Locals Total revenues decreased by $1.0 million, or 0.5% , during the three months ended September 30, 2025 , as compared to the prior year comparable period. Room revenues declined $4.4 million over the prior year comparable period, primarily due to declines in hotel occupancy rate and average daily rate of 8.1% and 9.4%, respectively. Offsetting the decline, was an increase in gaming revenues of $2.2 million, which was primarily due to increases in slot win of 3.0% and slot handle of 3.2%. The current year quarter was impacted overall by softness in destination business with stronger play from our local customers. Total revenues remained generally consistent at $662.7 million and $662.6 million during the nine months ended September 30, 2025 , as compared to the prior year comparable period. Room revenues decreased $8.0 million primarily due to declines in hotel occupancy rate and average daily rate of 3.8% and 6.8%, respectively. The reduction in average daily rate and hotel occupancy rate was driven primarily from the prior year benefiting from the Super Bowl held in Las Vegas during the first quarter of 2024 and the softness in destination business during the third quarter of 2025. Offsetting this decline, was an increase in gaming revenues of $4.9 million primarily due to increases in slot win of 2.2% and slot handle of 1.9%. Food & beverage revenues increased $2.4 million which was attributable to a 1.4% increase in food covers and 7.4% increase in average guest check. Adjusted EBITDAR decreased by $4.3 million, or 4.4% , and $4.7 million, or 1.5% , during the three and nine months ended September 30, 2025 , respectively, as compared to the prior year comparable periods, due primarily to the revenue mix changes for the respective time periods discussed above, with higher margin room revenues decreasing from the prior year periods and lower margin food & beverage revenues increasing over the prior year periods. Downtown Las Vegas Total revenues remained generally consistent at $53.2 million and $53.3 million during the three months ended September 30, 2025 and 2024, respectively. Total revenues increased by $1.2 million, or 0.7% , during the nine months ended September 30, 2025 , as compared to the prior year comparable period, reflecting revenue increases in all departmental categories. Room revenues increased by $0.4 million primarily due to an increase in the hotel occupancy rate of 2.3%. Food & beverage revenue increased $0.4 million primarily due to an increase in average guest check of 4.7%. Gaming revenue increased $0.3 million, primarily due to an increase in table game drop of 2.3%. We continue to tailor our marketing programs in the Downtown Las Vegas segment to focus on the Hawaiian market. The Hawaiian market represented approximately 54% and 55% of our occupied rooms in this segment during the nine months ended September 30, 2025 and 2024, respectively. Hawaiian visitation increased 2.9% during the nine months ended September 30, 2025, compared to the prior year comparable period. Adjusted EBITDAR decreased by $0.4 million, or 2.4% , and increased by $0.1 million, or 0.2% , during the three and nine months ended September 30, 2025 , respectively, as compared to the prior year comparable periods. While revenues were generally even with the prior year in the third quarter of 2025, Adjusted EBITDAR declined as a decline in higher margin room revenues was partially offset by an increase in lower margin food & beverage revenues. Midwest & South Total revenues increased by $16.5 million, or 3.1% , during the three months ended September 30, 2025 , as compared to the corresponding period of the prior year. Gaming revenues increased $13.8 million which was attributable to increases in slot handle of 5.0% and slot win of 4.3% over the prior year comparable period. Total revenues increased by $38.6 million, or 2.5% , during the nine months ended September 30, 2025 , as compared to the corresponding period of the prior year. Gaming revenues increased $34.7 million which was attributable to increases in table game hold of 5.5%, slot handle of 4.0% and slot win of 3.1% over the prior year comparable period. The increases were primarily driven by Treasure Chest, which opened its new land-based casino in June 2024. Adjusted EBITDA R increased by $4.7 million, or 2.4% , and $12.9 million, or 2.3%, during the three and nine months ended September 30, 2025 , respectively, as compared to the corresponding prior year periods, due primarily to the gaming revenues increase, as discussed above. Online Online segment revenues increased $24.3 million during the three months ended September 30, 2025 , compared to the prior year comparable period, primarily driven by an increase of $35.5 million in reimbursements of gaming taxes and other expenses paid on behalf of our online partners and a $9.2 million increase in revenue from Boyd Interactive's operations, driven by the acquisition of Boyd Digital on September 1, 2024. Offsetting these increases is a $20.5 million decrease in revenue related to our market access agreements primarily due to the termination of certain agreements and entry into certain new agreements. Online segment revenues increased $90.8 million during the nine months ended September 30, 2025 , compared to the prior year comparable period, primarily driven by an increase of $79.5 million in reimbursements of gaming taxes and other expenses paid on behalf of our online partners and a $30.8 million increase in revenue from Boyd Interactive's operations, driven by the acquisition of Boyd Digital on September 1, 2024. Offsetting these increases, is a $19.6 million decrease in revenue related to the market access agreement changes, as discussed above. Adjusted EBITDAR decreased $16.6 million and $8.6 million during the three and nine months ended September 30, 2025 , respectively, as compared to the corresponding periods of the prior year. As discussed earlier, there is an equal amount of expense recorded for the revenue related to the reimbursement of gaming taxes and other expenses, thus resulting in no impact to Adjusted EBITDAR. As such, the Adjusted EBITDAR decrease for the three and nine months ended September 30, 2025, is driven primarily by the reduction in revenue under our market access agreements offset by growth in Boyd Interactive's operations driven by the acquisition of Boyd Digital on September 1, 2024, all as discussed above. Managed & Other During the three and nine months ended September 30, 2025 , total revenues increased by $3.5 million and $9.8 million, respectively, and Adjusted EBITDAR increased by $3.7 million, and $9.1 million, respectively, as compared to the corresponding periods of the prior year, primarily due to a $2.7 million and $8.1 million increase in Sky River Casino management fees for the three and nine months ended September 30, 2025 , respectively, as compared to the corresponding prior year periods. 31 Table of Contents Other Operating Costs and Expenses The following costs and expenses, as presented in our condensed consolidated statements of operations, are further discussed below: Three Months Ended Nine Months Ended September 30, September 30, (In millions) 2025 2024 2025 2024 Selling, general and administrative $ 104.0 $ 102.4 $ 321.9 $ 315.7 Master lease rent expense 28.6 28.2 85.2 83.2 Maintenance and utilities 40.5 40.4 114.5 112.1 Depreciation and amortization 73.7 70.3 212.0 198.9 Corporate expense 30.6 27.6 95.9 88.3 Project development, preopening and writedowns 4.0 11.3 5.2 22.0 Impairment of assets 65.1 — 97.4 10.5 Other operating items, net 1.9 (0.9 ) 5.4 4.9 Selling, General and Administrative Selling, general and administrative expens es, as a p ercentage of revenues, were 10.4% and 10.7% during the three months ended September 30, 2025 and 2024, respectively, and 10.6% and 10.9% during the nine months ended September 30, 2025 and 2024, respectively. While we continue to focus on our disciplined operating model and targeted marketing approach, selling, general and administrative expense s, as a percentage of revenues, were favorably impacted by the increase in online reimbursements revenues over the prior year comparable period. Absent online reimbursements revenues, selling, general and administrative expenses, as a percentage of revenues, were consistent with prior year for both the three and nine month periods ended September 30, 2025 and 2024. Master Lease Rent Expense Master lease rent expense represents rent expense incurred by four of our properties which are subject to two master lease agreements with a real estate investment trust. Master lease rent expense remained generally flat period over period at $28.6 million and $28.2 million during the three months ended September 30, 2025 and 2024, respectively, and $85.2 million and $83.2 million during the nine months ended September 30, 2025 and 2024, respectively. Maintenance and Utilities Maintenance and utilities expenses, as a percentage of re venues, remained generally consistent at 4.0% and 4.2% during the three months ended September 30, 2025 and 2024, respectively, and 3.8% and 3.9% during the nine months ended September 30, 2025 and 2024, respectively. Similar to selling, general and administrative expenses, absent online reimbursements revenue, maintenance and utilities expenses , as a percentage of revenues, were consistent with prior year for both the three and nine month periods ended September 30, 2025 and 2024. Depreciation and Amortization Depreciation and amortization expenses were $73.7 million and $70.3 million during the three months ended September 30, 2025 and 2024 , respectively, and $212.0 million and $198.9 million during the nine months ended September 30, 2025 and 2024 , respectively. The increase for the three months ended September 30, 2025 as compared to the prior year, is primarily attributable to hotel room renovations at multiple properties with the increase for the nine months ended September 30, 2025, as compared to the prior year, driven by the new land-based casino at Treasure Chest, which opened in June 2024 and hotel room renovations at multiple properties. Corporate 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, in addition to the corporate portion of share-based compensation expense. Corporate expense was 3.0% and 2.9% of revenues during the three months ended September 30, 2025 and 2024 , respectively, and 3.2% and 3.1% during the nine months ended September 30, 2025 and 2024, respectively . The growth in corporate expense was driven primarily by a $0.9 million and $4.7 million increase in share-based compensation expense for the three and nine month periods ended September 30, 2025, respectively, as compared to the prior year periods. Project Development, Preopening and Writedowns Project development, preopening and writedowns represent: (i) certain costs incurred and recoveries realized related to the activities associated with various acquisition opportunities, strategic initiatives, dispositions and other business development activities in the ordinary course of business; (ii) certain costs of start-up activities that are expensed as incurred in our ongoing efforts to develop gaming activities in new jurisdictions and expenses related to other new business development activities that do not qualify as capital costs; (iii) realized losses arising from asset dispositions and asset disposal costs; and (iv) realized gains arising from asset dispositions. Such costs are generally nonrecurring in nature and vary from period to period as the volume of underlying activities fluctuates. During the three months ended September 30, 2025 , project development, preopening and writedowns included $3.9 million in preopening costs, primarily driven by our Norfolk, Virginia project. During the three months ended September 30, 2024 , the Company incurred $8.1 million in asset writedowns and $3.2 million in project development and preopening cost. During the nine months ended September 30, 2025 , project development, preopening and writedowns included $6.5 million of preopening expenses and $1.2 million of asset writedowns offset by $2.5 million in insurance proceeds related to an asset disposition. During the nine months ended September 30, 2024 , the Company incurred $10.1 million in project development and preopening costs, primarily related to the opening of the Treasure Chest land-based casino, $9.0 million in asset writedowns and $3.0 million in demolition costs. Impairment of Assets During the nine months ended September 30, 2025 , as a result of our first quarter impairment review, the Company recorded a long-lived asset impairment charge of $32.3 million for property and equipment related to our Las Vegas Locals segment. In addition, as a result of our third quarter 2025 impairment review, the Company recorded a long-lived asset impairment charge 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. During the nine months ended September 30, 2024, as a result of our first quarter impairment review, the Company recorded an impairment charge of $10.5 million for a gaming license right related to our Midwest & South segment. Other Operating Items, net Other operating items, net, is generally comprised of miscellaneous non-recurring operating charges, including severance payments to separated employees, natural disasters and severe weather impact, including hurricane and flood expenses, and subsequent recoveries of such costs, as applicable. 32 Other Expenses Interest Expense, net The following table summarizes information with respect to our interest expense on outstanding indebtedness: Three Months Ended Nine Months Ended September 30, September 30, (In millions) 2025 2024 2025 2024 Interest expense, net of capitalized interest and interest income $ 31.8 $ 45.8 $ 128.7 $ 130.2 Average long-term debt balance (1) 2,470.6 3,020.2 3,136.5 2,944.4 Weighted average interest rates 5.1 % 5.6 % 5.3 % 5.6 % (1) Average debt balance calculation does not include the related discounts or deferred finance charges. Interest expense, net of capitalized interest and interest income, for the three months ended September 30, 2025 , decreased $14.1 million, or 30.7% , from the prior year comparable period and is primarily driven by a decrease in the weighted average debt balance of $549.6 million and an approximate 50 basis point decrease in the weighted average interest rate. Interest expense, net of capitalized interest and interest income, and the weighted average debt balance were favorably impacted during the third quarter 2025 as a result of the FanDuel Equity Sale and the use of the proceeds to repay outstanding borrowings and retire the Term A Loan under the Credit Facility. Interest expense, net of capitalized interest and interest income, for the nine months ended September 30, 2025 , decreased $1.5 million, or 1.2% , from the prior year comparable period primarily due to an approximate 30 basis point decrease in the weighted average interest rate offset by an increase in the weighted average debt balance of $192.1 million. 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 FanDuel Equity Sale. The $1.4 million incurred relates to the write-off of unamortized deferred finance charges associated with the Term A Loan. Other, net Included within Other, net for the three and nine months ended September 30, 2025, is the gain from the FanDuel Equity Sale. Income Taxes The effective tax rates during the nine months ended September 30, 2025 and 2024 were 22.3% and 24.0% , respectively. Our tax rate for the nine months ended September 30, 2025 , was unfavorably impacted by state taxes, and nondeductible compensation, which were partially offset by excess tax benefits related to equity compensation and tax credits. During the nine months ended September 30, 2025, there was a one-time discrete charge related to the FanDuel Equity Sale which reduced our effective tax rate given specific state taxes that apply to the gain. Our tax rate for the nine months ended September 30, 2024 , was unfavorably impacted by state taxes, nondeductible expenses, including nondeductible compensation and employee benefit expenses, which were partially offset by excess tax benefits and tax credits, as a component of the provision for income taxes. On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted into law. The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act. Accounting Standards Codification 740, Income Taxes , requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. Certain provisions of the OBBBA such as the modification of limitation on business interest expense and the 100% bonus depreciation were included in our operating results for the nine months ended September 30, 2025. These changes did not have any significant impact to our effective tax rate, however, are expected to result in a reduction to our cash taxes for 2025. LIQUIDITY AND CAPITAL RESOURCES Financial Position We generally operate with minimal or negative levels of working capital in order to minimize borrowings and related interest costs. At September 30, 2025 and December 31, 2024, we had cash and cash equivalents of $319.1 million and $316.7 million, respectively. In addition, we held restricted cash balances of $4.9 million and $4.7 million at September 30, 2025 and December 31, 2024, respectively. Our working capital deficit at September 30, 2025 and December 31, 2024, wa s $467.8 million and $61.2 million, respectively. The increase in our working capital deficit from December 31, 2024 to September 30, 2025 is driven by the income taxes on the FanDuel Equity Sale, which were not yet paid as of September 30, 2025. We believe that current cash balances together with the available borrowing capacity under our Revolving Credit Facility (as defined in Indebtedness below) and cash flows from operating activities will be sufficient to meet our liquidity and capital resource needs for the next twelve months, including our projected operating requirements, taxes on the FanDuel Equity Sale and maintenance capital expenditures. See Indebtedness below for further detail regarding funds available through our Credit Facility. The Company may also seek to secure additional working capital, repay respective current debt maturities, or fund respective development projects, in whole or in part, through incremental bank financing and additional debt or equity offerings, to the extent such offerings are allowed under our debt agreements. 33 Cash Flows Summary Nine Months Ended September 30, (In millions) 2025 2024 Net cash provided by operating activities $ 701.4 $ 695.0 Cash flows from investing activities Capital expenditures (439.9 ) (289.2 ) Payments received on note receivable — 0.2 Advances made under note receivable (31.8 ) — Proceeds from sale of investment 1,758.0 — Cash paid for asset acquisitions, net of cash received (41.7 ) (28.8 ) Other investing activities (9.3 ) (2.7 ) Net cash provided by (used in) investing activities 1,235.3 (320.5 ) Cash flows from financing activities Net (payments) borrowings under credit facility (1,291.0 ) 148.3 Share-based compensation activities (6.0 ) (9.6 ) Shares repurchased and retired (593.0 ) (483.2 ) Dividends paid (44.0 ) (47.5 ) Other financing activities — (0.1 ) Net cash used in financing activities (1,934.0 ) (392.1 ) Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash (0.1 ) (0.1 ) Increase (decrease) in cash, cash equivalents and restricted cash $ 2.6 $ (17.7 ) Cash Flows from Operating Activities During the nine months ended September 30, 2025 and 2024 , we generated consistent operating cash flows of $701.4 million and $695.0 million, respectively. Cash Flows from Investing Activities Our industry is capital intensive and we use cash flows for acquisitions, facility expansions, investments in future development or business opportunities and maintenance capital expenditures. During the nine months ended September 30, 2025 , we had net cash inflows provided by investing activities of $1,235.3 million comprised of the following: (i) $1,758.0 million of cash proceeds received from the FanDuel Equity Sale; offset by cash outflows of (ii) capital expenditures of $439.9 million, primarily related to our various guest room remodels, meeting and convention space renovations at Ameristar St. Charles, casino development in Norfolk, Virginia and new Cadence Crossing casino, slot machines, land, IT equipment and building projects at various properties; (iii) cash paid for asset acquisitions of $41.7 million; and (iv) advances made under a note receivable of $31.8 million. During the nine months ended September 30, 2024 , we incurred net cash outflows for investing activities of $320.5 million comprised of capital expenditures of $289.2 million, primarily related to our Treasure Chest land-based casino project, various guest room remodels, slot machines, IT equipment and building projects at various properties. Investing cash outflow was also impacted by net cash paid of $28.8 million related to the acquisition of Resorts Digital. Cash Flows from Financing Activities We rely on our financing cash flows to provide funding for investment opportunities, repayments of obligations, returning capital to shareholders and ongoing operations. The net cash outflows from financing activities during the nine months ended September 30, 2025 are primarily driven by the net payments on the Credit Facility of $1,291.0 million. During the third quarter of 2025, the Company repaid amounts outstanding under the Revolving Credit Facility, including the full retirement of the Term A Loan, with the proceeds from the FanDuel Equity Sale. This repayment is offset by increased borrowings under the Credit Facility as we increased our share repurchase activity and capital expenditures by a combined total of $260.5 million over the nine months ended September 30, 2024. The net cash outflows from financing activities during the nine months ended September 30, 2024 , primarily reflect share repurchases, incremental borrowings under our Credit Facility, share-based compensation and dividends paid. Indebtedness The outstanding principal balances of long-term debt, before unamortized discounts and fees, and the changes in those balances are as follows: September 30, December 31, (In millions) 2025 2024 Decrease Credit facility $ 9.3 $ 1,300.3 $ (1,291.0 ) 4.750% senior notes due 2027 1,000.0 1,000.0 — 4.750% senior notes due 2031 900.0 900.0 — Total long-term debt 1,909.3 3,200.3 (1,291.0 ) Less current maturities — 44.0 (44.0 ) Long-term debt, net $ 1,909.3 $ 3,156.3 $ (1,247.0 ) 34 Amounts Outstanding The outstanding principal amounts under the Credit Facility are comprised of the following: September 30, December 31, (In millions) 2025 2024 Revolving Credit Facility $ — $ 475.0 Term A Loan — 759.0 Swing Loan 9.3 66.3 Total outstanding principal amounts $ 9.3 $ 1,300.3 The Company used the $1,758.0 million cash proceeds from the FanDuel Equity Sale, 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. The blended interest rate for outstanding borrowings under the Credit Facility was 6.2% at both September 30, 2025 and December 31, 2024. Debt Service Requirements Debt service requirements under the Credit Facility include monthly to quarterly interest payment obligations, depending on the rates we lock in, for the unused line interest payments and any outstanding borrowings under the Revolving Credit Facility, including the Swing Loan. As of September 30, 2025, the Term A Loan under the Credit Facility was fully repaid. Debt service requirements under our current outstanding senior notes consist of semi-annual interest payments (based upon a fixed annual interest rate of 4.750%) and principal repayments of our $1.0 billion aggregate principal amount of 4.750% Senior Notes due 2027 ("4.750% Senior Notes due 2027") and our $0.9 billion aggregate principal amount of 4.750% Senior Notes due 2031 ("4.750% Senior Notes due 2031"). Covenant Compliance As of September 30, 2025, we were in compliance with the financial covenants of our debt instruments. The indentures governing the senior notes contain provisions that allow for the incurrence of additional indebtedness, if after giving effect to such incurrence, the fixed charge coverage ratio (as defined in the respective indentures, which is a ratio of our consolidated EBITDA to fixed charges, including interest) for the trailing four quarter period on a pro forma basis would be at least 2.0 to 1.0. Should this provision prohibit the incurrence of additional debt, we may still borrow under our existing Credit Facility to the extent that borrowing capacity remains under that agreement, as well as from other funding sources as provided under our debt agreements. Guarantor Financial Information In connection with the issuance of our 4.750% Senior Notes due 2027 and our 4.750% Senior Notes due 2031 (collectively, the "Guaranteed Notes" or "Senior Notes"), certain of the Company's wholly owned subsidiaries (the "Guarantors") provide guarantees under those indentures. These Guaranteed Notes are fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are 100% owned by us. Summarized combined balance sheet information for the parent company and the Guarantors is as follows: September 30, December 31, (In millions) 2025 2024 Current assets $ 456.0 $ 493.6 Noncurrent assets 11,627.3 10,462.7 Current liabilities 894.3 543.6 Noncurrent liabilities 2,953.6 4,198.9 Summarized combined results of operations for the parent company and the Guarantors is as follows: Nine Months Ended (In millions) September 30, 2025 Revenues $ 2,939.4 Operating income 1,187.3 Income before income taxes 2,818.0 Net income 2,325.4 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, December 5, 2024 and July 17, 2025. As of September 30, 2025, we were authorized to repurchase up to an additional $547.4 million in shares of our common stock under the Share Repurchase Program. We repurchased 1.9 million shares and 3.5 million shares during the three months ended September 30, 2025 and 2024, respectively, and 7.8 million and 8.3 million shares during the nine months ended September 30, 2025 and 2024, respectively. 35 Subject to applicable laws, repurchases under the Share Repurchase Program may be made at such times and in such amounts as we deem appropriate. We are subject to certain limitations regarding the repurchase of common stock, such as restricted payment limitations related to our outstanding Senior Notes and our Credit Facility. We are not obligated to repurchase any shares under this program, and purchases under the Share Repurchase Program can be discontinued at any time at our sole discretion. We intend to fund the repurchases under the Share Repurchase Program with existing cash resources, cash generated from operations and availability under our Credit Facility. We have in the past, and may in the future, acquire our debt or equity securities, through open market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions or otherwise, upon such terms and at such prices as we may determine. Quarterly Dividend Program Dividends are declared at the discretion of our Board of Directors. We are subject to certain limitations regarding payment of dividends, such as restricted payment limitations related to our outstanding Senior Notes and our Credit Facility. The dividends declared by the Board of Directors under this program 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 August 20, 2024 September 15, 2024 October 15, 2024 0.17 December 5, 2024 December 16, 2024 January 15, 2025 0.17 February 20, 2025 March 17, 2025 April 15, 2025 0.18 May 8, 2025 June 16, 2025 July 15, 2025 0.18 August 12, 2025 September 15, 2025 October 15, 2025 0.18 Other Items Affecting Liquidity We anticipate funding our capital requirements using cash on hand, cash being generated from our operations and availability under our Credit Facility, to the extent availability exists after we meet our working capital needs for the next twelve months. Any additional financing that is needed may not be available to us or, if available, may not be on terms favorable to us. The outcome of the specific matters discussed herein, including our commitments and contingencies, may also affect our liquidity. Commitments Capital Spending and Development We currently estimate that our annual cash capital requirements to perform ongoing refurbishment and maintenance at our properties is approximately $250 million. In addition, we expect to spend an additional $100 million in 2025 for hotel renovation projects at three of our gaming entertainment properties. We intend to f und our capital expenditures through cash on hand, our Credit Facility and operating cash flows. In addition to the maintenance capital spending discussed above, we continue to pursue other potential development projects that may require us to invest significant amounts of capital. In 2025, we expect to spend an additional $100 million in growth projects, which includes the recently opened expansion of meeting and convention space at Ameristar St. Charles and construction of a new casino, Cadence Crossing. This new 10,000 square foot casino featuring 450 slots and several restaurants will replace our Jokers Wild casino and will be built on the site that currently holds our Jokers Wild casino. Finally, we are expanding our portfolio with a $750 million resort development in Norfolk, Virginia. We plan to open a modest transitional casino in November 2025 and the resort, featuring a 65,000 square-foot casino, a 200-room hotel, eight food and beverage outlets and other amenities, in late 2027. We expect to spend $150 million on this project in 2025. During the nine months ended September 30, 2025, the Company spent approximately $440 million of the total estimated $600 million of capital spend expected in 2025. Other Opportunities We regularly investigate and pursue additional expansion opportunities in markets where casino gaming, including online gaming, is currently permitted. We also pursue expansion opportunities in jurisdictions where casino and online gaming is not currently permitted in order to be prepared to develop projects upon approval of casino or online gaming. Such expansions will be affected and determined by several key factors, which may include the following: • the outcome of gaming license selection processes; • the approval of gaming in jurisdictions where we have been active but where casino or online gaming is not currently permitted; • identification of additional suitable investment opportunities in current gaming jurisdictions; and • availability of acceptable financing. Additional projects may require us to make substantial investments or may cause us to incur substantial costs related to the investigation and pursuit of such opportunities, which we may fund through cash flow from operations or availability under our Credit Facility. To the extent such sources of funds are not sufficient, we may also seek to raise additional funds through public or private equity or debt financings or from other sources to the extent such financing is available. 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. 36 Off Balance Sheet Arrangements There have been no material changes to our off balance sheet arrangements described under Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 21, 2025. Critical Accounting Estimates There have been no material changes to our critical accounting policies described under Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 21, 2025. Recently Issued Accounting Pronouncements For information with respect to recent accounting pronouncements and the impact of these pronouncements on our condensed consolidated financial statements, see Note 1, Summary of Significant Accounting Policies - Recently Issued Accounting Pronouncements, in the notes to the condensed consolidated financial statements (unaudited). Important Information Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such statements contain words such as "may," "will," "might," "expect," "believe," "anticipate," "could," "would," "estimate," "pursue," "target," "project," "intend," "plan," "seek," "should," "assume," and "continue," or the negative thereof or comparable terminology. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in any such statement. Factors that could cause actual results to differ materially from such forward-looking statements include: • the general effect, and expectation, of the national and global economy on our business, including but not limited to interest rates and inflationary pressures, as well as the economies where each of our properties are located; • our business model, areas of focus and strategy for driving business results; • our ability to maintain the integrity of our information technology systems and to protect our internal information; • competition, including expansion of gaming into additional markets including online gaming, our ability to respond to such competition, and our expectations regarding continued competition in the markets in which we compete; • our expectations regarding the expansion of sports betting and online wagering; • our expectation regarding future trends affecting the gaming industry and the impact of these trends on growth in our industry, future development opportunities and merger and acquisition activity in general; • our compliance with government regulations, including our ability to receive and maintain necessary approvals for our projects; • the sufficiency of our cash flows from operating activities and financing sources to meet our projected operating and maintenance capital expenditures for the next twelve months; • impacts caused by public health emergencies and man-made or natural disasters we may encounter; • indebtedness, including our ability to refinance or pay amounts outstanding under our credit agreement and our unsecured notes, when they become due and our compliance with related covenants, and our expectation that we will need to refinance all or a portion of our respective indebtedness at or before maturity; • our belief that all pending litigation claims, if adversely decided, will not have a material effect on our business, financial position, results of operations or cash flows; • our estimates and expectations regarding anticipated taxes, tax credits or tax refunds; • our asset impairment analyses and our intangible asset and goodwill impairment tests; and • the likelihood of interruptions to our rights in the land we lease under long-term leases for certain of our hotels and casinos. Additional factors that could cause actual results to differ are discussed in Part I. Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2024, and in other current and periodic reports filed from time to time with the SEC. All forward-looking statements in this document are made as of the date hereof, based on information available to us as of the date hereof, and we assume no obligation to update any forward-looking statement.