What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-02-20 compared with 2025-02-21 · 183 added, 144 removed, 581 unchanged (36% of the section changed)

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Management’s Discussion and Analysis of Financial Condition and Results of Operations as included in our Annual Report on Form 10-K for the year ended December 31, 2024.

In 2025, the Company separated out online reimbursements revenue from online revenue and online reimbursements expense from online expense and recast its consolidated statements of operations to reflect these changes, as discussed further in Note 1, Summary of Significant Accounting Policies - Recasted Consolidated Statements of Operations .

Given this recast, the Company has provided changes for the year ended December 31, 2023 to the year ended December 31, 2024 for the revenue sources, including online revenue and online reimbursements revenue, that were impacted by the recast.

The disaggregation of online reimbursements revenue 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 2024 and 2023.

In addition to the historical information, certain statements in this discussion are forward-looking statements based on current expectations that involve risks and uncertainties.

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(i) growing revenues and building loyalty among our core customers;

(ii) ensuring our existing operations are managed as efficiently as possible and remain positioned for growth; (iii) maintaining the strength of our balance sheet, including our leverage ratios, and finding opportunities to diversify and increase cash flow;

(ii) ensuring our existing operations are managed as efficiently as possible; (iii) maintaining the strength of our balance sheet, including our leverage ratios, and finding opportunities to diversify and increase cash flow;

(iv) returning capital to shareholders through share repurchases and dividends;

(v) furthering our corporate social responsibility ("CSR") initiatives, including our continued efforts to strive to reduce our consumption of natural resources;

(vi) pursuing online gaming opportunities to build a regional online casino business as states allow online casino gaming in and around the states we operate;

and (vii) successfully pursuing our growth strategy, which is built on identifying development opportunities in our existing portfolio and acquiring assets that we believe are a strategic fit and provide an appropriate return to our shareholders.

(v) investing in our existing operations to enhance our offerings and remain positioned for growth;

and (vi) successfully pursuing our growth strategy, which is built on identifying development opportunities in our existing portfolio and acquiring assets that we believe are a strategic fit and provide an appropriate return to our shareholders.

EXECUTIVE OVERVIEW

Boyd Gaming Corporation (the "Company," "Boyd Gaming," "we" or "us") is a multi-jurisdictional gaming company that has been in operation since 1975.

As of December 31, 2024, we had 28 wholly owned gaming entertainment properties.

Headquartered in Las Vegas, Nevada, we have geographically diversified gaming entertainment properties in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi, Missouri, Ohio and Pennsylvania.

As of December 31, 2025, we had 27 gaming entertainment properties.

In addition, we own and operate Boyd Interactive, a B2B and B2C online casino gaming business.

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The Las Vegas Locals, Downtown Las Vegas and Midwest & South segments include the operating results of our gaming entertainment properties.

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 from our acquisitions of Pala Interactive and Pala Canada on November 1, 2022 and Resorts Digital on September 1, 2024 (collectively, "Boyd Interactive").

The Online segment includes the operating results of our online gaming business, including the acquisition on September 1, 2024 of Boyd Digital (collectively, "Boyd Interactive"), and online market access fees from our agreements with third parties throughout the United States.

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

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King of Prussia, Pennsylvania

(1) Due to the current levels of demand in the market, Eastside Cannery has remained closed since March 18, 2020, when it closed in compliance with orders issued by state officials as precautionary measures intended to slow the spread of the COVID-19 virus.

The Interim Gaming Hall (4)

Norfolk, Virginia

(1) Property has been closed since March 18, 2020.

The Company began demolition of the property during the fourth quarter of 2025.

(2) Property is subject to a master lease agreement with a real estate investment trust.

(3) Property permanently closed on November 9, 2025.

(4) Property opened on November 7, 2025 and is a variable interest entity consolidated in our financial statements.

We also own a travel agency located in Hawaii.

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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 - Collaborative Arrangements - FanDuel.

Our industry is capital intensive, and we rely heavily on the ability of our operations to generate operating cash flow to fund maintenance 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.

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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

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Maintaining our Brand

The ability of our Team Members to deliver great customer service helps distinguish our Company and our brands from our competitors.

The ability of our Team Members to deliver great "Boyd Style" customer service helps distinguish our Company and our brands from our competitors.

Our Team Members are an important reason that our customers continue to choose our properties over the competition across the country.

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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 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.

Our Key Performance Indicators

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Total revenues increased $161.8 million, or 4.1%, for 2025 as compared to 2024 due primarily to the following:

(i) an increase in online revenue of $184.0 million, which was driven by an increase of $122.5 million in reimbursements of gaming taxes and other expenses paid on behalf of our online partners, during the year ended December 31, 2024, as compared to the prior year comparable period, a $38.1 million increase in revenue under our market access agreements and a $23.4 million increase in revenue from Boyd Interactive's operations;

(ii) an increase in food & beverage revenue of $15.1 million primarily due to an increase in average guest check of 6.1%;

(iii) an increase of $11.5 million related to the Sky River Casino management fee;

and (iv) offset by a decrease in gaming revenue of $29.4 million.

The gaming revenue decline was primarily driven by the first quarter, which contributed to $30.2 million of the gaming revenue decline for the year.

Further, more than half of the $29.4 million gaming revenue decline, or $23.0 million, was related to January as severe winter storms impacted the Midwest & South segment.

In addition, gaming revenues were down from the prior year due primarily to competitive pressures from a new competitor that opened in our Las Vegas Locals market.

Year over year gaming revenue trends improved the latter half of 2024 as the increase in gaming revenue from our new land-based Treasure Chest casino that opened in June 2024 offset the competitive pressures in the Las Vegas Locals market.

(i) an increase in online reimbursements revenue of $125.7 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 $54.2 million, or 2.1%, driven by an increase in slot handle of 2.8% and slot win of 2.5%;

and (iii) an increase in management fees of $10.5 million related to our management of Sky River Casino;

offset by (iv) a decrease in online revenue of $23.6 million, which was driven by a $56.5 million decrease in revenue from market access agreements and offset by a $32.9 million increase in revenue from Boyd Interactive's operations, which was driven primarily by the acquisition of Boyd Digital on September 1, 2024.

The $56.5 million decrease in revenue from market access agreements for 2025 was due to the termination of certain agreements starting in third quarter 2025 and in some instances, entry into new agreements at lower rates than those terminated.

In addition, 2024 was favorably impacted by $32.1 million in one-time market access fees.

Operating Income

In 2024, our operating income increased $25.9 m illion, or 2.9%, as compared to 2023.

Operating income was favorably impacted by:

(i) $97.3 million decrease in impairment of assets over the prior year comparable period as the Company recorded an impairment charge of $10.5 million during 2024 related to a gaming license right in the Midwest & South segment, compared to $107.8 million in impairment charges during 2023;

and (ii) $38.1 million increase in revenue under our market access agreements, which we receive as revenue share under our collaborative arrangements.

While online revenues grew $184.0 million, $122.5 million of the online revenue growth is due to reimbursements of gaming taxes and other expenses paid on behalf of our online partners that results in zero operating income as an equal amount is also recorded as an expense.

Operating income was unfavorably impacted by:

(i) $37.3 million increase in selling, general and administrative expenses which were driven by property insurance increases and wage increases;

(ii) $19.9 million increase in depreciation and amortization driven by the completion of the new land-based casino at Treasure Chest in June 2024 and our hotel room renovations at Gold Coast, Blue Chip and Ameristar St.

(iii) $9.6 million increase in other operating items, primarily driven by litigation reserves in the current year as compared to a settlement received in the prior year;

and (iv) $37.5 million increase in project development, preopening and writedowns expenses.

The $37.5 million increase in project development, preopening and writedowns expense over the prior year is driven by:

(i) $5.0 million increase in preopening expenses primarily related to the opening of the Treasure Chest land-based casino;

(ii) $12.5 million increase in asset writedowns and demolition costs;

and (iii) $20.1 million reduction of the allowance on a note receivable with Wilton Rancheria ("Wilton Note") in the prior year for development advances over the 10 years prior to the Sky River Casino opening as we evaluated the current expected credit losses after an amendment to Wilton Rancheria’s third-party construction loan in March 2023 that allowed for payments to us to begin in March 2023.

In 2025, our operating income decreased $179.4 m illion, or 19.3%, as compared to 2024.

Operating income was unfavorably impacted by a $117.9 million increase in impairment of assets over the prior year as the Company recorded long-lived asset impairment charges of $128.4 million during 2025 related to property and equipment in the Las Vegas Locals and Midwest & South segments and operating lease right-of-use assets in the Midwest & South segment, compared to a $10.5 million impairment charge during 2024 related to a gaming license right in the Midwest & South segment.

In addition, depreciation and amortization increased $26.1 million driven by a full year of depreciation in 2025 after completion of the new land-based casino at Treasure Chest in June 2024 and our hotel room renovations at multiple properties.

While we experienced growth in gaming revenues during 2025, one of our higher margin revenue streams, and growth in Boyd Interactive revenues during 2025, both as discussed above, that growth was offset by the $56.5 million decrease in market access fee revenue, as also discussed above.

Market access fee revenue has minimal expenses associated with it such that an increase or decrease in market access fee revenue will have a greater impact on operating income than increases or decreases in other revenue streams.

In addition, the increase in online reimbursements revenue of $125.7 million, as discussed above, resulted in zero operating income as an equal amount representing the amount of gaming taxes and other expenses paid on behalf of our online partners is also recorded as expense.

For the year ended December 31, 2025, net income was $1,838.9 million, compared with net income of $578.0 million for the prior year.

T his decrease was primarily due to the following:

(i) $41.2 million increase in the income tax provision as 2023 benefited from the release of state tax valuation allowances of $35.9 million;

(ii) $22.3 million interest income decline due to a reduction in interest earned on the Wilton Note during 2024, as the principal outstanding under the Wilton Note was fully repaid in the first quarter;

(iii) $6.2 million increase in interest expense from the prior year comparable period due to an increase in the weighted average long-term debt balance of $42.2 million;

offset by (iv) an increase in operating income of $25.9 million, as discussed above.

This increase was primarily driven by the following:

(i) a $1,748.0 million gain on the FanDuel Equity Sale in the third quarter of 2025;

offset by (ii) a $316.7 million increase in the income tax provision primarily driven by the FanDuel Equity Sale;

and offset by (iii) the $179.4 million decrease in operating income, as discussed above.

Operating Revenues

We derive the majority of our revenues from our gaming operations, which generated approximately 64% and 66% of our revenues in 2025 and 2024, respectively.

Online revenues, including reimbursements received from our third-party operators for gaming taxes and other expenses we pay under collaborative arrangements, represent our next most significant revenue source, generating 15% and 11% of revenues in 2024 and 2023, respectively.

Food & beverage revenues, room revenues, management fee revenues and other revenues each separately contributed less than 8% of revenues in each of 2024 and 2023.

Online reimbursements revenues, which include reimbursements received from our third-party operators for gaming taxes and other expenses we pay u nder the market access agreements, represent our next most significant revenue source, generating 14% and 11% of our revenues in 2025 and 2024 , respectively.

Food & beverage revenues, room revenues, online revenues, management fee revenues and other revenues separately contributed 8% or less of revenues in each of 2025 and 2024 .

Year Ended December 31,

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Food & beverage

Online reimbursements

Management fee

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Food & beverage

Online reimbursements

Total departmental operating expenses

Food & beverage

Online reimbursements

Gaming revenues are comprised primarily of the net win from our slot machine operations and to a lesser extent from table games win.

The $29.4 million, or 1.1%, decrease in g aming revenues during 2024 as compared to the prior year, was primarily due to declines in table game hold of 1.5%, table game drop of 1.3% and slot handle of 0.3%.

Gaming revenues were impacted primarily by winter storms throughout the Midwest & South in January and competitive pressures throughout the year in the Las Vegas Locals segment after a new competitor entered the market in December 2023, both as discussed above.

The $54.2 million, or 2.1%, increase in g aming revenues during 2025 as compared to the prior year, was primarily due to increases in slot handle of 2.8% and slot win of 2.5%.

Food & Beverage

Food & beverage revenues increased $15.1 million, or 5.2% , during 2024 as compared to prior year, primarily due to an increase in average guest check of 6.1%.

Room revenues increased $5.5 million, or 2.8% , in 2024 compared to 2023 due primarily to an increase in hotel occupancy rate of 1.5%.

Online revenues increased $184.0 million in 2024 compared to 2023 primarily driven by an increase of $122.5 million in reimbursements of gaming taxes and other expenses paid on behalf of our online partners, a $38.1 million increase in revenue under our market access agreements , including $32.1 million of one-time market access fees, and a $23.4 million increase in revenue from Boyd Interactive's operations, inclusive of Resorts Digital upon acquisition on September 1, 2024.

Food & beverage revenues increased $6.7 million, or 2.2% , during 2025 as compared to prior year, primarily due to an increase in average guest check of 7.0%, offset by a 2.8% decrease in food covers.

Food & beverage margin for the year ended December 31, 2025, decreased to 14.4% from 16.3% for the prior year comparable period, primarily due to a 9.6% increase in cost per guest served.

Room revenues decreased $13.3 million, or 6.5% , in 2025 compared to 2024 due primarily to a decline in average daily rate of 3.4% and hotel occupancy rate of 0.9%.

Room margin for the year ended December 31, 2025, declined to 59.7% from 62.1% for the prior year, primarily due to a 2.9% increase in cost per room.

Online revenues decreased $23.6 million, or 15.1%, in 2025 compared to 2024 primarily driven by a $56.5 million decrease in revenue from market access agreements due to the termination of certain agreements starting in the third quarter of 2025 and in some instances, entry into new agreements at lower rates than those terminated.

In addition, 2024 favorably benefitted from $32.1 million of one-time market access fees.

Offsetting this decline is a $32.9 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 declined during the year ended December 31, 2025, compared to the prior year, due primarily to the changes in our market access agreements starting in the third quarter of 2025.

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 online margins as compared to the prior year, and we expect these lower margins to continue and further dilute with a full year of lower market access fee revenues.

Online revenues increased $61.6 million, or 65.3%, in 2024 compared to 2023 due primarily to a $38.1 million increase in market access fees, including $32.1 million of one-time market access fees, and a $23.4 million increase in revenue from Boyd Interactive, inclusive of Boyd Digital upon acquisition on September 1, 2024.

Online reimbursements

Online reimbursements revenues increased $125.7 million, or 27.9%, in 2025 compared to 2024 and represents an increase in reimbursements of gaming taxes and other expenses paid on behalf of our online partners.

Online reimbursements revenues increased $122.5 million, or 37.3%, in 2024 compared to 2023 and represents an increase in reimbursements of gaming taxes and other expenses paid on behalf of our online partners.

Management Fee

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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, loss on early extinguishments and modifications of debt and other items, net, as applicable.

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.

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We have 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 our total revenues and Adjusted EBITDAR by Reportable Segment and our Managed & Other category to reconcile to total revenue and total Adjusted EBITDAR:

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:

Year Ended December 31,

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Adjusted EBITDAR

(1) Refer to Note 14, Segment Information , in the notes to the consolidated financial statements for a reconciliation of Adjusted EBITDAR to net income, as reported in accordance with GAAP in our accompanying consolidated statements of operations.

(1) Refer to Note 14, Segment Information , in the notes to the consolidated financial statements for a reconciliation of Adjusted EBITDAR to net income attributable to Boyd Gaming, as reported in accordance with GAAP in our accompanying consolidated statements of operations.

Las Vegas Locals

Total revenues decreased $33.6 million, or 3.6%, during 2024 as compared to the prior year, due primarily to a $36.9 million decline in gaming revenues.

The decrease in gaming revenues was attributable to declines in table game hold of 7.8%, table game drop of 3.2%, slot handle of 3.7% and slot win of 3.1% from the prior year.

The Las Vegas Locals segment was impacted by competitive pressures with a new competitor entering the market in December 2023.

Absent these competitive pressures that have impacted two of our properties, the rest of the Las Vegas Locals segment performed in-line or slightly above the overall same-store market.

Adjusted EBITDA R decreased $42.5 million, or 9.0%, during 2024 as compared to the prior year, due primarily to the gaming revenues decline discussed above and overall cost pressures, primarily in labor as we completed our efforts in 2023 to increase the hourly minimum rate to $15 per hour for all non-tipped, non-represented positions and also property insurance.

Total revenues decreased $4.6 million, or 0.5%, during 2025 as compared to the prior year.

Room revenues declined $13.4 million over the prior year comparable period, primarily due to declines in hotel occupancy rate and average daily rate of 4.9% and 7.8%, 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 primarily during the latter half of 2025.

Offsetting this decline, was an increase in gaming revenues of $6.4 million primarily due to increases in slot win of 2.0% and slot handle of 1.4%.

Food & beverage revenues increased $3.1 million, which was attributable to an 8.3% increase in average guest check and 0.5% increase in food covers.

Adjusted EBITDA R decreased $7.9 million, or 1.8%, during 2025 as compared to the prior year, due primarily to the $13.4 million room revenue decline combined with revenue mix changes, with higher margin room revenues in 2025 decreasing from the prior year and lower margin food & beverage revenues in 2025 increasing over the prior year.

Downtown Las Vegas

Total revenues increased $7.7 million, or 3.5%, during 2024 as compared to the prior year, reflecting revenue increases in all departmental categories.

Room revenues increased $2.5 million as the hotel occupancy rate increased 7.7% and food & beverage revenues increased $2.5 million as average guest check increased 4.6%.

In addition, gaming revenues increased $2.0 million primarily due to increases in slot win of 4.6% and slot handle of 3.2%.

These increases were primarily attributable to our recently completed renovation and expansion at the Fremont Hotel & Casino and the hotel remodel at Main Street Station Hotel and Casino, both of which were completed in the fourth quarter of the prior year.

Adjusted EBITDA R decreased $2.2 million, or 2.6%, during 2024 as compared to the prior year, primarily due to wage increases from our minimum wage increase and also property insurance cost increases.

Total revenues de creased $1.4 million, or 0.6%, during 2025 as compared to the prior year.

Gaming revenues decreased $1.9 million primarily due to a 1.7% decrease in both slot handle and slot win.

Adjusted EBITDA R decreased $2.9 million, or 3.4%, during 2025 as compared to the prior year, primarily due to the gaming revenue decline, as discussed above, and a 6.9% increase in cost per guest served while food & beverage revenues were essentially flat year over year.

Midwest & South

Total revenues i ncreased $53.2 million, or 2.6%, in 2025 as compared to 2024, reflecting revenue increases in all departmental categories.

Gaming revenues increased $47.4 million which was attributable to increases in table game hold of 4.1%, slot handle of 3.8% and slot win of 2.9% over the prior year.

Food & beverage revenue increased $3.4 million, which was driven by a 7.5% increase in average guest check, offset by a 4.7% decrease in food covers.

Gaming revenues increased $6.0 million primarily due to increases in table game hold of 1.4% and slot win of 1.0%.

These increases were driven by strong third and fourth quarter performances at Treasure Chest, which opened its new land-based casino in June 2024.

Adjusted EBITDAR decreased $16.0 million, or 2.0%, in 2024 as compared to 2023, due primarily to property insurance increases and wage increases as we increased the minimum wage in the prior year, all as discussed above.

Online revenu es increased $184.0 million, or 43.6% , in 2024 as compared to 2023 , primarily driven by an increase of $122.5 million in reimbursements of gaming taxes and other expenses paid on behalf of our online partners, a $38.1 million increase in revenue under our market access agreements, including $32.1 million of one-time market access fees, and a $23.4 million increase in revenue from Boyd Interactive's operations, inclusive of Resorts Digital upon acquisition on September 1, 2024.

Adjusted EBITDAR increased b y $45.3 million, or 72.6%, in 2024 as compared to 2023, due primarily to revenues under our market access agreements and continued growth from Boyd Interactive.

We recorded one-time market access fees of $32.1 million during 2024 that contributed to year over year Adjusted EBITDAR growth.

As discussed earlier, there is an equal amount of expense recorded for the revenue recorded related to the reimbursement of gaming taxes and other expenses, thus resulting in no impact to Adjusted EBITDAR.

The increases were primarily driven by Treasure Chest, which opened its new land-based casino in June 2024.

Adjusted EBITDAR increased $11.9 million, or 1.6%, in 2025 as compared to 2024, due primarily to the revenue increases discussed above and a full year of contributions from Treasure Chest's new land-based casino after opening in June 2024.

Online revenu es increased $102.1 million, or 16.8% , in 2025 as compared to 2024 , primarily driven by an increase of $125.7 million in reimbursements of gaming taxes and other expenses paid on behalf of our online partners and a $32.9 million increase in revenue from Boyd Interactive's operations, driven by the acquisition of Boyd Digital on September 1, 2024.

Offsetting these increases, was a $56.5 million decrease in revenue related to the market access agreement changes in the latter half of 2025 and the $32.1 million of one-time market access fees in 2024, as discussed above.

Adjusted EBITDAR decreased b y $44.5 million, or 41.3%, in 2025 as compared to 2024.

There was an equal amount of expense recorded for the revenue related to the reimbursement of gaming taxes and other expenses, and thus online reimbursements revenue growth resulted in no impact to Adjusted EBITDAR.

As such, the Adjusted EBITDAR decrease for the year ended December 31, 2025, was 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

In 2024, total revenues increased by $12.1 million and Adjusted EBITDAR increased b y $11.7 million, as compared to 2023, primarily due to an $11.5 million increase in Sky River Casino management fees for 2024 compared to 2023.

In 2025, total revenues increased by $12.4 million and Adjusted EBITDAR increased b y $12.0 million, as compared to 2024, primarily due to a $10.5 million increase in Sky River Casino management fees for 2025 compared to 2024.

Other Operating Costs and Expenses

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These costs, as a percentage of revenues, were 10.6% and 10.9% for 2025 and 2024, respectively.

While we continue to focus on our disciplined operating model and targeted marketing approach, selling, general and administrative expenses were impacted in 2024 by increased wages as a result of our minimum wage increase to $15 per hour and property insurance costs.

While we continue to focus on our disciplined operating model and targeted marketing approach, selling, general and administrative expenses were favorably impacted by the increase in online reimbursements revenues over the prior year.

Absent online reimbursements revenues, selling, general and administrative expenses, as a percentage of revenues, were consistent with prior year.

Master Lease Rent Expense

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Maintenance and utilities expenses, as a percentage of revenues, remained generally consistent at 3.7% and 3.8% for 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.

Depreciation and Amortization

Depreciation and amortization expense, as a percentage of revenues, remained generally consistent at 7.0% and 6.9% in 2024 and 2023, respectively.

Depreciation and amortization expenses were $302.7 million and $276.6 million during 2025 and 2024, respectively.

The increase in depreciation and amortization expense, for the year ended December 31, 2025, as compared to the prior year, is primarily driven by a full year of depreciation of the new land-based casino at Treasure Chest, which opened in June 2024 and hotel room renovations at multiple properties.

Corporate Expense

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Such costs are generally nonrecurring in nature and vary from period to period as the volume of underlying activities fluctuates.

During 2025, the Company incurred $10.2 million in project development and preopening costs, primarily related to the opening of The Interim Gaming Hall in Norfolk, Virginia and other development projects and $4.7 million in asset writedowns, offset by $2.5 million in insurance proceeds related to an asset disposition.

During 2024, the Company incurred $15.0 million in project development and preopening costs, primarily related to the opening of the Treasure Chest land-based casino and other development projects, $10.7 million in asset writedowns and $3.0 million in demolition costs.

During 2023, the Company benefited from a $20.1 million reduction of the allowance on the Wilton Note for development advances over the last 10 years prior to the Sky River Casino opening offset by preopening costs of $10.0 million.

Impairment of Assets

Impairment of assets in 2024 includes non-cash impairment charges of $10.5 million for a gaming license right related to our Midwest & South segment primarily related to a decline in operational performance.

Impairment of assets in 2023 includes non-cash impairment charges of the following:

(i) $21.3 million for gaming license rights in our Midwest & South segment primarily due to higher interest rates combined with a decline in operational performance;

(ii) $82.0 million for goodwill in our Online segment primarily due to the expectation of an extended timeframe for the legalization of online gaming in the states we operate and a corresponding decline in the expected discounted cash flows;

and (iii) $4.5 million for goodwill in our Managed & Other category primarily related to a decline in operational performance.

During 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.

Further, as a result of our fourth quarter 2025 impairment review, the Company recorded a long-lived asset impairment charge of $25.0 million for property and equipment and $6.0 million for operating lease right-of-use assets related to our Midwest & South segment.

During 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 primarily related to a decline in operational performance.

Other Operating Items, Net

Other operating items, net, is generally comprised of miscellaneous non-recurring operating charges, including severance payments to separated employees, certain non-recurring litigation charges, natural disasters and severe weather impact, including hurricane and flood expenses, and subsequent recoveries of such costs, as applicable.

The $15.4 mill ion of other operating items, net in 2025, was primarily driven by severance with the closure of our Sam's Town Tunica property, weather-related expenses and miscellaneous non-recurring operating charges.

The $5.4 mill ion of other operating items, net in 2024, was primarily driven by non-recurring litigation reserves.

During 2023, the $4.2 million favorable amount of other operating items, net, was primarily driven by a one-time settlement payment received.

Other Expense (Income)

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(1) Average debt balance calculation does not include the related discounts or deferred finance charges.

Interest expense, net of capitalized interest and interest incom e, increased $28.4 million, or 19.3% , from 2023 to 2024 .

The increase w as attributable to a $22.3 million interest income decline driven by a reduction of the allowance for the expected loss for interest on the Wilton Note and interest earned on such note during 2023.

With the full repayment of outstanding principal under the Wilton Note during the first quarter of 2024, interest earnings related to the Wilton Note were minimal in the current year.

In addition, interest expense increased $6.2 million due primarily to an increase in the weighted average long-term debt balance of $42.2 million.

The effective tax rate on income from continuing operations during 2024 and 2023 was 23.1% and 17.6% , respectively.

Our effective tax rates for 2024 and 2023 were unfavorably impacted by certain nondeductible expenses, including nondeductible compensation and employee benefit expenses, which were partially offset by the inclusion of excess tax benefits related to equity compensation, as a component of the provision for income taxes.

The 2024 effective tax rate was unfavorably impacted by state taxes and favorably impacted by foreign tax benefits.

The 2023 effective tax rate was favorably impacted by the release of state valuation allowances and foreign tax benefits.

The Internal Revenue Service ("IRS") has selected our federal corporate income tax return for the tax year ended December 31, 2021, for examination.

The IRS examination began in the second quarter of 2024 and is still ongoing.

As of December 31, 2024, and for the year then ended, there were no changes to our unrecognized tax benefits to date.

Interest expense, net of capitalized interest and interest incom e, de creased $23.0 million, or 13.1% , from 2024 to 2025 .

The decline was primarily driven by a decrease in the weighted average debt balance of $143.3 million and an approximate 60 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 in 2025 as a result of the FanDuel Equity Sale and the use of the proceeds in the third quarter to repay outstanding borrowings and retire the Term A Loan (as defined below in "Liquidity and Capital Resources - Indebtedness ") under the Credit Facility.

Early Extinguishments and Modifications of Debt

In 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.

Included within Other, net for 2025, is the gain from the FanDuel Equity Sale, net of transaction costs.

The effective tax rate during 2025 and 2024 was 21.1% and 23.1% , respectively.

Our tax rate for 2025, was favorably impacted from the purchase of renewable energy tax credits at a discount and excess tax benefits related to equity compensation and unfavorably impacted by state taxes and nondeductible compensation.

During 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 effective tax rate for 2024 was unfavorably impacted by certain nondeductible expenses, including nondeductible compensation and employee benefit expenses, which were partially offset by the inclusion of excess tax benefits related to equity compensation, 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 2025.

These changes did not have any significant impact to our effective tax rate, however, did result in a reduction to our cash taxes for 2025.

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

The IRS examination began in the second quarter of 2024 and was closed in the second quarter of 2025 with no significant adjustments.

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

LIQUIDITY AND CAPITAL RESOURCES

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Our working capita l deficit at December 31, 2025 and 2024 was $448.5 million and $61.2 million, respectively.

The increase in our working capital deficit from December 31, 2024 to December 31, 2025 was driven by $371.3 million of current liabilities for the purchase of renewable energy tax credits.

We believe that current cash balances together with the available borrowing capacity under our Revolving Credit Facility (as defined in " Indebtedness " below) and cash flows from operating activities will be sufficient to meet our liquidity and capital resource needs for the next twelve months, including our projected operating requirements and maintenance capital expenditures.

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Cash paid for acquisitions, net of cash received

Cash paid for gaming license right intangible asset

Payments received on note receivable

Advances made under note receivable

Proceeds from sale of investment

Other investing activities

Net cash used in investing activities

Net cash provided by (used in) investing activities

Cash flows from financing activities

Net borrowings (payments) under credit facilities

Net (payments) borrowings under credit facility

Share-based compensation activities, net

Shares repurchased and retired

Dividends paid

Share-based compensation activities, net

Other financing activities

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Cash Flows from Operating Activities

During 2024 and 2023, we generated net operating cash flow of $957.1 million and $914.5 million, respectively.

Operating cash flows for 2024 increased primarily due to the timing of accounts receivable payments received, primarily reimbursements of gaming taxes and other expenses paid on behalf of our online partners.

During 2025 and 2024, we generated operating cash flow of $976.7 million and $957.1 million, respectively.

The increase in operating cash flow during 2025 was due primarily to the collection of $15.9 million in receivables as of December 31, 2024 related to the $32.1 million in one-time market access fees recognized in 2024.

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 2024, we incurred ne t cash outflows for investing activities of $433.9 million comprised of capital expenditures of $400.4 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 outflows were also impacted by net cash paid of $30.3 million related to the acquisition of Resorts Digital.

During 2023, we incurred net cas h outflows for investing activities of $264.3 million comprised of capital expenditures of $374.0 million, primarily related to our Treasure Chest land-based casino project, Fremont food hall and slot floor expansion and renovation, various guest room remodels, IT equipment and building projects at various properties offset by $113.6 million in payments received related to the outstanding principal on the Wilton Note.

During 2025, we incurred ne t cash inflows for investing activities of $1,042.8 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 $588.2 million, primarily related to our various guest room remodels, meeting and convention center expansion at Ameristar St.

Charles, casino development in Norfolk, Virginia and new Cadence Crossing casino in Las Vegas, slot machines, land, IT equipment and building projects at various properties;

(iii) cash paid for gaming license right intangible asset related to the Norfolk, Virgina project of $85.0 million;

and (iv) advances made under a note receivable of $31.8 million.

During 2024, we incurred net cas h outflows for investing activities of $433.9 million comprised of capital expenditures of $400.4 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 outflows were also impacted by net cash paid of $30.3 million related to the acquisition of Boyd Digital.

Cash Flows from Financing Activities

We rely upon our financing cash flows to provide funding for investment opportunities, returning capital to shareholders, repayments of obligations and ongoing operations.

The net cash outflows o f $509.6 million for financing activities in 2024 is primarily driven by $685.9 million in share repurchases and $62.7 million in dividends paid, reflecting the priority of our capital return program and focus on returning capital to shareholders.

During 2024, we increased borrowings under the Credit Facility as we increased our share repurchase activity and acquired Resorts Digital, resulting in net borrowings under the Credit Facility for 2024.

The net cash outflows of $637.2 million for financing activities in 2023 is primarily driven by $412.7 million in share repurchases and $63.6 million in dividends paid, reflecting the priority of our capital return program and focus on returning capital to shareholders.

Other significant financing activities during 2023 include $141.5 million in net payments on our Revolving Credit Facility (see " Indebtedness ") as we used cash flow from operations to paydown amounts borrowed in 2022 to fund the Boyd Interactive acquisition.

The net cash outflows from financing activities during 2025 are primarily driven by the net payments on the Credit Facility of $1,139.6 million.

During 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 capital expenditures and share repurchase activity by a combined total of $280.2 million over 2024, with share repurchases totaling $778.3 million in 2025 and reflecting the priority of our capital return program and focus on returning capital to shareholders.

The net cash outflows of $509.6 million for financing activities in 2024 was primarily driven by $685.9 million in share repurchases and $62.7 million in dividends paid, reflecting the priority of our capital return program and focus on returning capital to shareholders.

During 2024, we increased borrowings under the Credit Facility as we increased our share repurchase activity and acquired Boyd Digital, resulting in net borrowings under the Credit Facility for 2024.

The outstanding principal balances of long-term debt, before unamortized discounts and fees, and the changes in those balances, are as follows:

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Long-term debt, net of current maturities

The amount of current maturities include certain non-extending balances scheduled to be repaid within the next twelve months under the Credit Facility.

Credit Facility

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The Credit Agreement replaced the Third Amended and Restated Credit Agreement, dated as of August 14, 2013 (the "Prior Credit Facility"), among the Company, certain direct and indirect subsidiaries of the Company as guarantors, Bank of America, N.A., as administrative agent and letter of credit issuer, Wells Fargo Bank, National Association, as swingline lender, and certain other financial institutions party thereto as lenders.

The Credit Agreement provides for (i) a $1,450.0 million senior secured revolving credit facility (the "Revolving Credit Facility") and (ii) an $ 880.0 million senior secured term A loan (the "Term A Loan," collectively with the Revolving Credit Facility, the "Credit Facility").

The Revolving Credit Facility and the Term A Loan mature on the fifth anniversary of the Closing Date (or earlier upon the occurrence or non-occurrence of certain events).

The Term A Loan was fully funded on the Closing Date.

Proceeds from the Credit Agreement were used to refinance all outstanding obligations under the Prior Credit Facility, including a senior secured term loan A facility and senior secured term loan B facility (the "Prior Refinancing Term B Loan"), to fund transaction costs in connection with the Credit Agreement, and for general corporate purposes.

The Credit Agreement (i) provides for a $1,450.0 million senior secured revolving credit facility (the "Revolving Credit Facility") and (ii) provided for an $ 880.0 million senior secured term A loan (the "Term A Loan," collectively with the Revolving Credit Facility, the "Credit Facility").

The Revolving Credit Facility matures on the fifth anniversary of the Closing Date (or earlier upon the occurrence or non-occurrence of certain events) and the Term A Loan was repaid in full as of December 31, 2025.

The Term A Loan was fully funded on the Closing Date and proceeds from the Credit Agreement were used to refinance all outstanding obligations under the Prior Credit Facility, including a senior secured term loan A facility and senior secured term loan B facility (the "Prior Refinancing Term B Loan"), to fund transaction costs in connection with the Credit Agreement, and for general corporate purposes.

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

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Total outstanding principal amounts

During the year ended December 31, 2025, the Company used the $1,758.0 million cash proceeds from the FanDuel Equity Sale, to pay down the 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, $135.0 million and $25.7 million in borrowings outstanding on the Revolving Credit Facility and the Swing Loan, respectively, and $12.7 million allocated to support various letters of credit, there is a remaining contractual availability under the Credit Facility of $1,276.6 million as of December 31, 2025.

On January 21, 2026 (the “New Closing Date”), the Company entered into an Amended and Restated Credit Agreement (the “New Credit Agreement”) among the Company, certain direct and indirect subsidiaries of the Company as guarantors (the “New Guarantors”), Bank of America, N.A., as administrative agent, collateral agent and letter of credit issuer, Wells Fargo Bank, National Association, as swingline lender, and certain other financial institutions party thereto as lenders.

The New Credit Agreement amends and restates the Credit Agreement.

The New Credit Agreement provides for (i) a $1,450.0 million senior secured revolving credit facility (the “New Revolving Credit Facility”) and (ii) a $1,200.0 million senior secured term A loan delayed draw facility (the “New Term A Loan Facility”, and the loans thereunder, the “New Term A Loans”).

The New Revolving Credit Facility and the New Term A Loan Facility mature on the fifth anniversary of the New Closing Date (or earlier upon the occurrence or non-occurrence of certain events).

New Term A Loans are available to be drawn until July 1, 2027 in up to a maximum of four (4) borrowings, provided that, on February 1, 2026, the remaining borrowings available under the New Term A Loan Facility will be reduced by an amount equal to the greater of New Term A Loans previously made and $400.0 million.

Proceeds from the New Credit Agreement were used to refinance all outstanding obligations under the Credit Agreement and to fund transaction costs in connection with the New Credit Agreement and may be used for working capital and other general corporate purposes.

See Note 16, Subsequent Events for additional discussion of the New Credit Agreement.

Interest and Fees

The interest rate on the outstanding balance of the Revolving Credit Facility and the Term A Loan is based upon, at the Company’s option, either:

The interest rate on the outstanding balance of the Revolving Credit Facility, and on the Term A Loan prior to its extinguishment upon full repayment in 2025, is based upon, at the Company’s option, either:

(i) a rate based on the Secured Overnight Financing Rate ("SOFR") administered by the Federal Reserve Bank of New York, or (ii) the base rate, in each case, plus an applicable margin.

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Optional and Mandatory Prepayments

Pursuant to the terms of the Credit Agreement (i) the loans under the Term A Loan will amortize in an annual amount equal to 5.00% of the original principal amount thereof, commencing June 30, 2022, payable on a quarterly basis, and (ii) the Company is required to use a portion of its annual excess cash flow to prepay loans outstanding under the Credit Agreement if the Consolidated Total Net Leverage Ratio (as defined in the Credit Agreement) exceeds certain thresholds set forth in the Credit Agreement.

Pursuant to the terms of the Credit Agreement, the Company is required to use a portion of its annual excess cash flow to prepay loans outstanding under the Credit Agreement if the Consolidated Total Net Leverage Ratio (as defined in the Credit Agreement) exceeds certain thresholds set forth in the Credit Agreement.

Additionally, prior to its full repayment in 2025, the loans under the Term A Loan amortized in an annual amount equal to 5.00% of the original principal amount thereof, payable on a quarterly basis.

Amounts outstanding under the Credit Agreement may be prepaid without premium or penalty, and the unutilized portion of the commitments may be terminated without penalty, subject to certain conditions.

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In addition, subject to certain exceptions, the Company and each of the guarantors granted the administrative agent first priority liens and security interests on substantially all of their real and personal property (other than gaming licenses and subject to certain other exceptions) as additional security for the performance of the secured obligations under the Credit Agreement.

The Credit Agreement includes an accordion feature which permits the incurrence of one or more new tranches of revolving credit commitments or term loans and increases to the Revolving Credit Facility and Term A Loan in an aggregate amount up to the sum of (i) $1,000.0 million, (ii) the amount of certain voluntary prepayments of senior secured indebtedness of the Company, and (iii) the maximum amount of incremental commitments which, after giving effect thereto, would not cause the Consolidated First Lien Net Leverage Ratio (as defined in the Credit Agreement) to exceed 3.00 to 1.00 on a pro forma basis, in each case, subject to the satisfaction of certain conditions.

The Credit Agreement includes an accordion feature which permits the incurrence of one or more new tranches of revolving credit commitments in an aggregate amount up to the sum of (i) $1,000.0 million, (ii) the amount of certain voluntary prepayments of senior secured indebtedness of the Company, and (iii) the maximum amount of incremental commitments which, after giving effect thereto, would not cause the Consolidated First Lien Net Leverage Ratio (as defined in the Credit Agreement) to exceed 3.00 to 1.00 on a pro forma basis, in each case, subject to the satisfaction of certain conditions.

Financial and Other Covenants

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The maximum permitted Consolidated Total Net Leverage Ratio is calculated as Consolidated Net Indebtedness to twelve-month trailing Consolidated EBITDA, as defined by the Credit Agreement.

Beginning with the fiscal quarter ended September 30, 2023, the maximum Consolidated Total Net Leverage Ratio must be no higher than 4.50 to 1.00 and prior to that was 5.00 to 1.00.

The maximum Consolidated Total Net Leverage Ratio must be no higher than 4.50 to 1.00.

We currently have two issuances of senior notes (the "Senior Notes") outstanding as described below.

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The 4.750% Senior Notes due 2031 will mature on June 15, 2031 and 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.

The net proceeds from the 4.750% Senior Notes due 2031 and cash on hand were used to finance the redemption of our outstanding $750.0 million aggregate principal amount of 6.375% Senior Notes due 2026 ("6.375% Senior Notes") and $700.0 million aggregate principal amount of 6.000% Senior Notes due 2026 ("6.000% Senior Notes").

The net proceeds from the 4.750% Senior Notes due 2031 and cash on hand were used to finance the redemption of our outstanding $750.0 million aggregate principal amount of 6.375% Senior Notes due 2026 and $700.0 million aggregate principal amount of 6.000% Senior Notes due 2026.

In conjunction with the issuance of the 4.750% Senior Notes due 2031, we incurred approximately $13.5 million in debt financing costs that have been deferred and are being amortized over the term of the 4.750% Senior Notes due 2031 using the effective interest method.

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The 4.750% Senior Notes due 2027 will mature on December 1, 2027 and 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.

The net proceeds from the 4.750% Senior Notes due 2027 were used to finance the redemption of all of our outstanding 6.875% senior notes due 2023 and prepay a portion of our Prior Refinancing Term B Loan.

The net proceeds from the 4.750% Senior Notes due 2027 were used to finance the redemption of all of our outstanding 6.875% senior notes due 2023 and prepay a portion of a Term B loan under our Prior Credit Facility.

In conjunction with the issuance of the 4.750% Senior Notes due 2027, we incurred approximately $15.7 million in debt financing costs that have been deferred and are being amortized over the term of the 4.750% Senior Notes due 2027 using the effective interest method.

At any time after December 1, 2022, we may redeem all or a portion of the 4.750% Senior Notes due 2027 at redemption prices (expressed as percentages of the principal amount) ranging from 102.375% to 100% in 2024 and thereafter, plus accrued and unpaid interest and Additional Interest.

We may redeem all or a portion of the 4.750% Senior Notes due 2027 at redemption prices equal to 100% of the principal amount, plus accrued and unpaid interest and Additional Interest.

In connection with the private placement of the 4.750% Senior Notes due 2027, we entered into a registration rights agreement with the initial purchasers in which we agreed to file a registration statement with the Securities and Exchange Commission to permit the holders to exchange or resell the 4.750% Senior Notes due 2027.

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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 of those indentures.

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 "Senior Notes Guarantors") provide guarantees of 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:

Summarized combined balance sheet information for the parent company and the Senior Notes Guarantors is as follows:

(In millions)

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Noncurrent liabilities

Summarized combined results of operations information for the parent company and the Guarantors is as follows:

Summarized combined results of operations information for the parent company and the Senior Notes Guarantors is as follows:

(In millions)

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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.

We are subject to certain limitations regarding payment of dividends, such as restricted payment limitations related to our outstanding Senior Notes, our Credit Facility and our New Credit Agreement.

The dividends declared by the Board of Directors under this program are:

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July 15, 2023

September 15, 2022

August 15, 2023

September 15, 2023

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Subject to applicable laws, repurchases under our 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 subject to certain limitations regarding the repurchase of common stock, such as restricted payment limitations related to our outstanding Senior Notes, our Credit Facility and New Credit Agreement.

Purchases under our share repurchase program can be discontinued at any time that we feel additional purchases are not warranted.

We intend to fund the repurchases under the stock repurchase program with existing cash resources, cash generated from operations and availability under our Credit Facility.

We intend to fund the repurchases under the stock repurchase program with existing cash resources, cash generated from operations and availability under our Credit Facility or New Credit Agreement.

On October 21, 2021, our Board of Directors authorized a share repurchase program of $300.0 million (the "Share Repurchase Program").

In addition, our Board of Directors authorized increases to the Share Repurchase Program of $500.0 million on each of June 1, 2022, May 4, 2023, May 9, 2024 and December 5, 2024.

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.

We are not obligated to repurchase any shares under this program and repurchases under the Share Repurchase Program can be discontinued at any time at our sole discretion.

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Other Items Affecting Liquidity

We anticipate funding our capital requirements using cash on hand, cash generated from operations and availability under our Credit Facility, to the extent availability exists after we meet our working capital needs for the next twelve months.

We anticipate funding our capital requirements using cash on hand, cash generated from operations and availability under our Credit Facility or New Credit Agreement, 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.

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We must also comply with covenants and restrictions set forth in our debt agreements.

We currently estimate that our annual cash capital requirements to perform ongoing refurbishment and maintenance at our properties to maintain our quality standar ds ranges from between $200 million and $250 million.

In addition, we expect to spend an additional $100 million in 2025 for hotel room renovation projects at three of our gaming entertainment properties.

We intend to fund such capital expenditures through cash on hand, our Credit Facility and operating cash flows.

We currently estimate that our annual cash capital requirements to perform ongoing refurbishment and maintenance at our properties is approximately $250 million.

We also expect to spend an additional $75 million in 2026 for hotel room renovation projects.

We intend to fund such capital expenditures through cash on hand, our Credit Facility or New Credit Agreement and operating cash flows.

In addition to the maintenance capital spending discussed above, we continue to pursue other potential development projects that may require us to invest significant amounts of capital.

In 2025, we expect to spend an additional $100 million in growth projects, which includes the expansion of meeting and convention space at Ameristar St.

Charles and the start of 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.

In 2026, we expect to spend an additional $75 million in growth projects, which includes completion of Cadence Crossing in late March 2026 and the development of a new gaming facility at Par-A-Dice, pending regulatory approval.

Finally, we are expanding our portfolio with a $750 million resort development in Norfolk, Virginia.

We plan to open a modest transitional casino in late 2025 and the resort, featuring 1,500 slots, 50 table games, a 200-room hotel, eight food and beverage outlets and other amenities, in late 2027.

We expect to spend between $150 million and $200 million on this project in 2025.

We opened a modest transitional casino in November 2025 and plan to open the resort, featuring a 65,000-square foot casino, a 200-room hotel, eight food and beverage outlets and other amenities, in late 2027.

We expect to spend approximately $250 million to $300 million on this project in 2026.

CONTRACTUAL OBLIGATIONS

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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 investments and costs 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 such additional funds through public or private equity, debt financings or from other sources.

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 investments and costs we may fund through cash flows from operations or availability under our Credit Facility or New Credit Agreement.

To the extent such sources of funds are not sufficient, we may also seek to raise such additional funds through public or private equity or debt financings or from other sources to the extent such financing is available.

No assurance can be given that additional financing will be available or that, if available, such financing will be obtainable on terms favorable to us.

Moreover, we can provide no assurances that any expansion opportunity will result in a completed transaction.

After receiving approval from the City Council of Norfolk, Virginia in October 2024, we are executing on an opportunity for a new casino resort development in Norfolk, Virginia.

As discussed above in Capital Spending and Development , we expect to open a modest transitional facility in late 2025 and the resort in late 2027.

We are executing on an opportunity for a new casino resort development in Norfolk, Virginia.

As discussed above in Capital Spending and Development , we opened a modest transitional facility in November 2025 and expect to open the resort in late 2027.

Off Balance Sheet Arrangements

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accounting for leases;

provisions for deferred tax assets, certain tax liabilities and uncertain tax positions;

provisions for deferred tax assets, certain tax liabilities and uncertain tax positions and tax credits;

and application of acquisition method of accounting.

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Estimates of expected cash flows are, by their nature, subjective and actual results may differ materially from our estimates, potentially resulting in an impairment charge in a future period.

In 2025, as a result of our first quarter impairment review, the Company recorded a long-lived asset impairment charge of $32.3 million for property and equipment related to our Las Vegas Locals segment.

Further, as a result of our fourth quarter 2025 impairment review, the Company recorded a long-lived asset impairment charge of $25.0 million for property and equipment related to our Midwest & South segment.

Valuation of Indefinite-Lived Intangible Assets

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This evaluation requires significant judgment, including consideration of whether there have been any significant adverse changes in legal factors or in our business climate, adverse action or assessment by a regulator, unanticipated competition, loss of key personnel or likely sale or disposal of all or a significant portion of a reporting unit.

As a result of our first quarter 2024 triggering event review, we recorded a gaming license right impairment charge of $10.5 million.

If an event described above occurs, and results in a significant impact to our revenue and profitability projections, or any significant assumption in our valuation methods is adversely impacted, the impact could result in a material impairment charge in the future.

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If certain future operating results do not meet current expectations it could cause carrying values of the intangibles to exceed their fair values in future periods, resulting in an impairment charge of trademarks and gaming license rights in an amount up to its book value of $1.4 billion.

For the year ended December 31, 2024, the Company recorded a $10.5 million gaming license right impairment, as noted above, related to one gaming license right in the Midwest & South segment that had an estimated fair value that did not exceed its carrying value.

Additionally, trademarks and gaming license rights in the Midwest & South segment had estimated fair values that did not significantly exceed their respective carrying values.

For the year ended December 31, 2025, the Company recorded no indefinite-lived intangible asset impairment charges.

However, trademarks and gaming license rights in the Midwest & South segment had estimated fair values that did not significantly exceed their respective carrying values.

Valuation of Goodwill

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For the year ended December 31, 2025, the Company recorded no goodwill impairment charges.

However, a reporting unit in the Midwest & South segment had an estimated fair value that did not significantly exceed its carrying value.

However, reporting units in the Midwest & South segment had estimated fair values that did not significantly exceed their carrying value.

Management makes significant judgments and estimates as part of these analyses that are inherent in evaluating these reporting units for impairment.

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If a lease is terminated prior to reaching the end of the expected term, this may result in the acceleration of depreciation or impairment of the lease right-of-use asset and related long-lived assets.

Provisions for Deferred Tax Assets, Certain Tax Liabilities and Uncertain Tax Positions

Our review performed during the fourth quarter of 2025, resulted in an operating lease right-of-use asset impairment charge of $6.0 million.

Provisions for Deferred Tax Assets, Certain Tax Liabilities and Uncertain Tax Positions and Tax Credits

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, and attributable to operating loss and tax credit carryforwards.

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The Company assesses potentially unfavorable outcomes of such examinations based on accounting standards for uncertain income taxes, which prescribe a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements.

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

The IRS examination began in the second quarter of 2024 and is still ongoing.

As of December 31, 2024, and for the year then ended, there were no changes to our unrecognized tax benefits to date.

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

The IRS examination began in the second quarter of 2024 and was closed in the second quarter of 2025 with no significant adjustments.

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

We recognize the tax benefit from an uncertain tax position only when it is more likely than not, based on the technical merits of the position, that the tax position will be sustained upon examination, including the resolution of any related appeals or litigation.

8 unchanged sentences

We follow the guidance of Accounting Standards Codification 805 to account for our acquisitions.

We completed the acquisition of Boyd Interactive in 2022 and Resorts Digital in 2024, as described in Note 2, Acquisitions , to our consolidated financial statements presented in Part II, Item 8, for an aggregate purchase price of approximately $175.2 million and $34.0 million, respectively.

We completed the acquisition of Boyd Digital in 2024, as described in Note 2, Acquisitions , to our consolidated financial statements presented in Part II, Item 8, for an aggregate purchase price of approximately $34.0 million.

For purposes of these consolidated financial statements, we have allocated the purchase price to the assets acquired and the liabilities assumed based on their fair values as determined by us with the assistance from third-party specialists.

The excess of the purchase price over those fair values was recorded as goodwill.

The assets and liabilities of the acquisition are included in our consolidated balance sheet as of December 31, 2024 and 2023, and the results of its operations and cash flows are reported in our consolidated statements of operations and cash flows, respectively, from the dates of acquisition through December 31, 2024.

The assets and liabilities of the acquisition are included in our consolidated balance sheet as of December 31, 2025 and 2024, and the results of its operations and cash flows are reported in our consolidated statements of operations and cash flows, respectively, from the date of acquisition through December 31, 2025.

Recently Issued Accounting Pronouncements

1 unchanged sentence

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-K

Item 7. Management’s Discussion and Analysis