What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-20 compared with 2025-02-21 · 320 added, 300 removed, 1886 unchanged (25% of the section changed)

27 unchanged sentences

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

Goodwill and Gaming License Rights Indefinite-Lived Intangible Assets — Refer to Notes 1, 4 and 5 to the financial statements

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As of December 31, 2025, the carrying value of goodwill and gaming license rights indefinite-lived intangible assets was $958.0 million and $1,203.9 million, respectively.

For the year ended December 31, 2024, the Company recorded an impairment of $10.5 million for a gaming license right indefinite-lived intangible asset in the Company’s Midwest & South segment.

Additionally, another reporting unit in the Company’s Midwest & South segment had an estimated fair value that did not significantly exceed its carrying value.

Management estimated the fair value of reporting units using a weighting of the income approach and the market approach and estimated the fair value of gaming license rights indefinite-lived intangible assets using a multi-period excess earnings method.

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Our audit procedures related to management’s projections of future cash flows and the selection of discount rates and valuation multiples used in the determination of the fair value of reporting units and gaming license rights indefinite-lived intangible assets included the following:

We tested the effectiveness of controls related to management’s projections of future cash flows and the selection of discount rates and valuation multiples.

We tested the design and operating effectiveness of internal controls related to management’s projections of future cash flows and the selection of discount rates and valuation multiples.

We evaluated management’s ability to accurately project future cash flows by comparing historical projections with actual performance.

13 unchanged sentences

Current assets

Cash and cash equivalents

Cash and cash equivalents ($ 5,557 and $ 0 assets related to VIE)

$ 353,413 $ 316,688

Restricted cash

Accounts receivable, net

Accounts receivable, net ($ 141 and $ 0 assets related to VIE)

84,352 132,270

Inventories ($ 6 and $ 0 assets related to VIE)

20,189 21,235

2 unchanged sentences

Income taxes receivable

21,937 30,005

Total current assets

2 unchanged sentences

2,871,384 2,679,276

Operating lease right-of-use assets

Operating lease right-of-use assets ($ 2,809 and $ 0 assets related to VIE)

646,146 735,618

1 unchanged sentence

93,464 66,518

Intangible assets, net

Intangible assets, net ($ 98,754 and $ 0 assets related to VIE)

1,474,991 1,391,007

4 unchanged sentences

Current liabilities

Accounts payable

Accounts payable ($ 255 and $ 0 assets related to VIE)

$ 151,292 $ 131,264

Current maturities of long-term debt

44,006 44,275

Accrued liabilities

Accrued liabilities ($ 1,932 and $ 0 assets related to VIE)

827,927 447,415

3 unchanged sentences

2,045,569 3,132,584

Operating lease liabilities, net of current portion

Operating lease liabilities, net of current portion ($ 1,388 and $ 0 assets related to VIE)

554,252 651,751

13 unchanged sentences

( 1,550 ) ( 2,402 )

Boyd Gaming Corporation stockholders' equity

2,608,499 1,581,513

Noncontrolling interest

Total stockholders' equity

12 unchanged sentences

132,165 155,760 94,203

Online reimbursements

576,158 450,473 328,008

Management fee

9 unchanged sentences

68,174 47,310 30,980

Online reimbursements

576,158 450,473 328,008

51,239 51,322 46,323

Selling, general and administrative

25 unchanged sentences

( 1,735,527 ) ( 10 ) 1,563

Total other expense, net

Total other (income) expense, net

( 1,581,265 ) 175,774 148,924

4 unchanged sentences

1,838,902 577,952 620,023

Net loss attributable to noncontrolling interest

Net income attributable to Boyd Gaming

$ 1,843,273 $ 577,952 $ 620,023

Basic net income per common share

19 unchanged sentences

1,839,754 576,648 620,307

Amounts attributable to noncontrolling interest:

Net loss attributable to noncontrolling interest

Comprehensive loss attributable to noncontrolling interest

Comprehensive income attributable to Boyd Gaming

$ 1,844,125 $ 576,648 $ 620,307

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

2 unchanged sentences

Comprehensive

Noncontrolling

(In thousands, except share data)

40 unchanged sentences

86,184,155 862 — 1,583,053 ( 2,402 ) — 1,581,513

Net income (loss)

— — — 1,843,273 — ( 4,371 ) 1,838,902

15 unchanged sentences

— — 32,146 — — — 32,146

Transaction with noncontrolling interest

— — — — — 3,754 3,754

Balances, December 31, 2025

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( 23,475 ) 58,145 ( 29,842 )

Non-cash interest income

( 3,009 ) — —

Non-cash impairment of assets

128,395 10,500 107,837

Gain on sale of assets

Gain on sale of investment

( 1,748,000 ) — —

25 unchanged sentences

— ( 30,266 ) —

Cash paid for gaming license right intangible asset

( 85,000 ) — —

Payments received on note receivable

— 208 113,555

Insurance proceeds received from hurricane losses

Proceeds received from disposition of assets

Advances made under note receivable

( 31,780 ) — —

Proceeds from sale of investment

1,758,000 — —

Other investing activities

( 10,184 ) ( 3,454 ) ( 3,935 )

Net cash used in investing activities

Net cash provided by (used in) investing activities

1,042,821 ( 433,912 ) ( 264,330 )

4 unchanged sentences

Cash Flows from Financing Activities

Borrowings under credit facilities

1,764,300 1,505,800 2,122,100

Payments under credit facilities

( 1,510,300 ) ( 1,647,300 ) ( 1,802,197 )

Retirements of senior notes

— — ( 300,000 )

Borrowings under credit facility

2,062,800 1,764,300 1,505,800

Debt financing costs

Payments under credit facility

( 3,202,400 ) ( 1,510,300 ) ( 1,647,300 )

28 unchanged sentences

13,767 14,665 15,508

Operating lease right-of-use asset and liability remeasurements

Asset acquisition in exchange for contingent consideration

Derecognition of lease liability

( 37,897 ) — —

Derecognition of right-of-use operating lease asset

Expected credit loss (income) on note receivable

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The Company's common stock is traded on the New York Stock Exchange under the symbol "BYD".

As of December 31, 2024 , we are a geographically diversified operator of 28 wholly owned brick-and-mortar gaming entertainment properties ("gaming entertainment properties").

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

As of December 31, 2025 , we are a geographically diversified operator of 27 brick-and-mortar gaming entertainment properties ("gaming entertainment properties").

Headquartered in Las Vegas, Nevada, we have gaming operations in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi, Missouri, Ohio, Pennsylvania and Virginia.

In addition, we own and operate Boyd Interactive, a business-to-business ( "B2B" ) and business-to-consumer ( "B2C" ) online gaming business.

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and (iv) Online, (collectively "Reportable Segments").

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 acquisition of Pala Interactive, LLC ("Pala Interactive") and its subsidiaries, including its Canadian subsidiary Pala Interactive Canada Inc.

("Pala Canada") on November 1, 2022, and the operations from our acquisition of Resorts Digital Gaming, LLC ("Resorts Digital") (collectively, with Pala Interactive and Pala Canada, "Boyd Interactive") on September 1, 2024.

The Online segment includes the operating results of our online gaming business, including the acquisition on September 1, 2024 of Resorts Digital Gaming, LLC ("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 was closed 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 master lease agreement with a real estate investment trust.

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.

BOYD GAMING CORPORATION AND SUBSIDIARIES

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The consolidated financial statements include the accounts of the Company and its subsidiaries.

Investments in unconsolidated affiliates, which are 50% or less owned and where we have significant influence and do not meet the controlling financial interest consolidation criteria of the authoritative accounting guidance for voting interest or variable interest entities, are accounted for under the equity method.

In addition, we consolidate variable interest entities ("VIEs") for which we or one of our consolidated subsidiaries is the primary beneficiary.

We consider ourselves the primary beneficiary of a VIE when we have both the power to direct the activities that most significantly affect the economic performance of the VIE and the right to receive benefits or the obligation to absorb losses of the entity that could be potentially significant to the VIE.

We review investments for VIE consideration if a reconsideration event occurs to determine if the investment qualifies, or continues to qualify, as a VIE.

All intercompany accounts and transactions have been eliminated in consolidation.

Recasted Consolidated Statements of Operations

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

Under certain of our online market access agreements, we are the primary obligor and are responsible for paying gaming taxes and other license payments owed as the gaming licensee for the related online gaming activities.

We are reimbursed for these taxes and other payments by the third -party operators.

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

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

Revenue and operating expense for 2024 and 2023 have been recast to conform to this presentation.

The disaggregation of online reimbursements revenue from online revenue and online reimbursements expense from online expense did not impact the Company's total revenues, net income or earnings per share as previously reported for 2024 and 2023.

Cash and Cash Equivalents

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As a result, the net carrying value approximates fair value.

The activity comprising our allowance for doubtful accounts is as follows:

The activity comprising our provision for expected credit losses is as follows:

Year Ended December 31,

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Property and Equipment, net

Property and equipment are stated at cost.

Property and equipment are initially stated at cost.

Depreciation is computed using the straight-line method over the estimated useful lives of the assets or, for leasehold improvements, over the shorter of the asset's useful life or term of the lease.

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If substantially all of the construction activities of a project are suspended, capitalization of interest will cease until such activities are resumed.

There was capitalized interest of $ 3.1 million, $ 3.2 million and less than $ 0.1 million for the years ended December 31, 2024 , 2023 and 2022 respectively.

There was capitalized interest of $ 3.2 million, $ 3.1 million and $ 3.2 million for the years ended December 31, 2025 , 2024 and 2023 , respectively.

BOYD GAMING CORPORATION AND SUBSIDIARIES

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The fair value at December 31, 2025 and 2024 was $ 12.3 million and $ 12.6 million, respectively.

At December 31, 2024 and 2023 , $ 0.8 million and $ 0.7 million, respectively, is included in prepaid expenses and other current assets and at December 31, 2024 and 2023 , $ 11.8 million and $ 12.6 million, respectively, is included in other assets, net.

At both December 31, 2025 and 2024 , $ 0.8 million is included in prepaid expenses and other current assets and at December 31, 2025 and 2024 , $ 11.5 million and $ 11.8 million, respectively, is included in other assets, net.

Future maturities of the City Bonds, excluding the discount, for the years ending December 31 are summarized as follows:

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Use of the term "more likely than not" indicates the likelihood of occurrence is greater than 50%.

Accordingly, the need to establish valuation allowances for deferred tax assets is continually assessed, as facts and circumstances change, and at a minimum quarterly, based on a more-likely-than- not realization threshold.

Accordingly, the need to establish valuation allowances for deferred tax assets is continually assessed at a minimum quarterly, and as facts and circumstances change, based on a more-likely-than- not realization threshold.

This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of profitability and taxable income, the duration of statutory carryforward periods, our experience with the utilization of operating loss and tax credit carryforwards before expiration and tax planning strategies.

1 unchanged sentence

In performing our second quarter 2023 valuation allowance analysis, we determined that the positive evidence in favor of releasing a portion of our valuation allowance for certain state jurisdictions, outweighed the negative evidence.

We utilize a rolling twelve quarters of pre-tax income adjusted for permanent book to tax differences as a measure of cumulative results in recent years.

We utilized a rolling twelve quarters of pre-tax income adjusted for permanent book to tax differences as a measure of cumulative results in recent years.

We transitioned from a cumulative loss position to a cumulative income position over the rolling twelve quarters ended June 30, 2023.

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

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

The IRS examination began in the second quarter of 2024.

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

Pursuant to provisions under the Inflation Reduction Act of 2022, the Company entered into agreements to purchase $ 400.9 million of transferable federal energy tax credits during 2025 at a discount to face value, which resulted in an income tax benefit recorded during the year ended December 31, 2025.

BOYD GAMING CORPORATION AND SUBSIDIARIES

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The Company’s revenue contracts with customers consist of gaming wagers (including both those made at our gaming entertainment properties and online B2C wagers), hotel room sales, food & beverage offerings and other amenity transactions.

See Collaborative Arrangements below for further discussion of revenues earned under our online collaborative arrangements.

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

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

34 unchanged sentences

Gaming taxes recorded as gaming expense totaled approximately $ 528.2 million, $ 515.3 million and $ 512.0 million for the years ended December 31, 2025 , 2024 and 2023 , respectively.

Gaming taxes recorded as online expense, excluding taxes paid under collaborative arrangements (see Collaborative Arrangements below for further discussion), totaled $ 14.4 million, $ 6.2 million and $ 0.4 million for the years ended December 31, 2024 , 2023 and 2022 , respectively.

Gaming taxes recorded as online expense, excluding taxes paid under online market access agreements (see Online Market Access Agreements below for further discussion), totaled $ 24.9 million, $ 14.4 million and $ 6.2 million for the years ended December 31, 2025 , 2024 and 2023 , respectively.

Advertising Expense

21 unchanged sentences

If a material income statement event occurs, the transaction would be translated at the exchange rate in effect on the date of occurrence.

Translation adjustments resulting from this process are recorded in other comprehensive income (loss).

Gains or losses from foreign currency transaction remeasurements are recorded as other non-operating income (expense).

Translation adjustments are recorded in other comprehensive income (loss).

Gains or losses from foreign currency transaction remeasurements are recorded as other, net on our consolidated statements of operations.

BOYD GAMING CORPORATION AND SUBSIDIARIES

2 unchanged sentences

Net Income per Share

Basic net income per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period.

Basic net income per share is computed by dividing net income attributable to Boyd Gaming by the weighted-average number of common shares outstanding during the period.

Diluted earnings per share reflects the additional dilution for all potentially-dilutive securities, such as stock options.

Collaborative Arrangements

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

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

We offer online sports wagering under the FanDuel brand or under market access agreements with other companies in Illinois, Indiana, Iowa, Kansas, Louisiana, Ohio and Pennsylvania.

We also operate sportsbooks under the FanDuel brand at one of our Downtown Las Vegas gaming entertainment properties, our gaming entertainment properties in Mississippi and all of the gaming entertainment properties in the states where we offer online sports wagering.

Under our online collaborative arrangements with FanDuel and other third parties, we receive a revenue share from FanDuel or the other third -party operators based on actual wagering wins and losses.

The activities under these collaborative arrangements related to online wagering, are recorded in online revenue and online expense on the consolidated statements of operations.

The activities under these collaborative arrangements related to sportsbooks at our gaming entertainment properties, are recorded in gaming revenue and gaming expense.

Under certain of our collaborative arrangements, we are the primary obligor and are responsible for paying gaming taxes and other license payments owed as the gaming licensee for the related online gaming activities.

Collaborative Arrangements - FanDuel

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

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

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

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

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

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

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

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

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

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

The resulting gain on sale of the Equity Interest is recorded in other, net on the consolidated statements of operations for the year ended December 31, 2025.

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

Online Market Access Agreements

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

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

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

We are reimbursed for these taxes and other payments by the third -party operators.

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

These taxes and other payments totaled approximately $ 450.5 million, $ 328.0 million and $ 207.9 million for the years ended December 31, 2024 , 2023 and 2022 , respectively.

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

We do not have the ability to exercise significant influence over FanDuel's operating and financial policies.

We evaluate the investment for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

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

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

Concentration of Credit Risk

3 unchanged sentences

Concentration of credit risk, with respect to gaming receivables, is limited through our credit evaluation process.

We issue markers to approved gaming customers only following credit checks and investigations of creditworthiness.

In jurisdictions that allow credit, we issue markers to approved gaming customers only following credit checks and investigations of creditworthiness.

Use of Estimates

5 unchanged sentences

Recently Adopted Accounting Pronouncements

Accounting Standards Update ("ASU") 2023 - 07, Segment Reporting, Topic 280, Improvements to Reportable Segment Disclosures ("Update 2023 - 07" )

Accounting Standards Update ("ASU") 2023 - 09, Income Taxes, Topic 740, Improvements to Income Tax Disclosures ("Update 2023 - 09" )

In December 2023, the FASB issued Update 2023 - 09 to improve income tax disclosure requirements, primarily related to rate reconciliations and income taxes paid.

Update 2023 - 09 is effective for financial statements issued for annual periods beginning after December 15, 2024, with early adoption permitted.

The Company adopted Update 2023 - 09 retrospectively in first quarter 2025, and the guidance was applied with the expanded income tax disclosure requirements included in Note 8, Income Taxes .

ASU 2023 - 07, Segment Reporting, Topic 280, Improvements to Reportable Segment Disclosures ("Update 2023 - 07" )

In November 2023, the FASB issued Update 2023 - 07 to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

Update 2023 - 07 is to be applied retrospectively and is effective for financial statements issued for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024, with early adoption permitted.

The Company adopted Update 2023 - 07 during first quarter 2024, and the guidance was applied and discussed in Note 14, Segment Information .

ASU 2021 - 08, Business Combinations, Topic 805 ("Update 2021 - 08" )

In October 2021, the FASB issued Update 2021 - 08 to improve the accounting for acquired revenue contracts with customers in a business combination.

Under current GAAP, an acquirer generally recognizes assets acquired and liabilities assumed in a business combination at fair value on the acquisition date.

ASU 2021 - 08 requires acquiring entities to apply Topic 606, Revenue Recognition , to recognize and measure contract assets and liabilities in a business combination.

Update 2021 - 08 is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years.

Early adoption is permitted.

The Company adopted Update 2021 - 08 during third quarter 2022, and the guidance was applied in accounting for the Boyd Interactive acquisition as discussed in Note 2, Acquisition .

ASU 2021 - 05, Leases, Topic 842 ("Update 2021 - 05" )

In July 2021, the FASB issued Update 2021 - 05 to clarify guidance for lessors with lease contracts that have variable lease payments that do not depend on a reference index or rate and would have resulted in the recognition of a selling loss at lease commencement if classified as sales-type or direct financing.

Update 2021 - 05 is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years.

The Company adopted Update 2021 - 05 during first quarter 2022, and the impact of the adoption to its consolidated financial statements was not material.

The Company adopted Update 2023 - 07 during first quarter 2024, and the guidance was applied with the expanded significant segment expense disclosure requirements included in Note 14, Segment Information .

Recently Issued Accounting Pronouncements

ASU 2025 - 11, Interim Reporting (Topic 270 ) ("Update 2025 - 11" )

In December 2025, the FASB issued Update 2025 - 11 to improve and clarify guidance related to interim reporting.

Update 2025 - 11 is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted.

The Company is evaluating the impact of the adoption of Update 2025 - 11 to the consolidated financial statements.

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

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

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

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

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

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

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

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

ASU 2024 - 03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures, Subtopic 220 - 40, Disaggregation of Income Statement Expenses ("Update 2024 - 03" )

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The Company is evaluating the impact of the adoption of Update 2024 - 03 to the consolidated financial statements.

ASU 2023 - 09, Income Taxes, Topic 740, Improvements to Income Tax Disclosures ("Update 2023 - 09" )

In December 2023, the FASB issued Update 2023 - 09 to improve income tax disclosure requirements, primarily related to rate reconciliations and income taxes paid.

Update 2023 - 09 is effective for financial statements issued for annual periods beginning after December 15, 2024, with early adoption permitted.

The Company is evaluating the impact of the adoption of Update 2023 - 09 to the consolidated financial statements.

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

Because of the tentative and preliminary nature of such proposed standards, we have not yet determined the effect, if any, that the implementation of such proposed standards would have on our consolidated financial statements.

Resorts Digital Gaming, LLC

Resorts Digital Gaming, LLC ("Boyd Digital")

On September 1, 2024, Boyd Interactive Gaming, Inc.

("Boyd Interactive Inc."), a wholly owned subsidiary of the Company, completed its acquisition of Resorts Digital, pursuant to a Membership Interest Purchase Agreement (the "Membership Agreement"), entered into on May 15, 2024, by and among Boyd Interactive Inc., DGMB Casino Holding, LLC and DGMB Casino SPE Corp.

Resorts Digital is now a wholly owned subsidiary of Boyd Interactive Inc.

Resorts Digital is an online casino operator based in New Jersey, operating a dual-brand strategy across Resorts Casino and Mohegan Sun.

This acquisition is another step forward in building out our online casino business.

In addition to acquiring the existing online business under both brands, the acquisition includes a 20 -year marketing agreement with a 10 -year renewal option that provides for marketing and promotional services at Resorts Casino in Atlantic City, New Jersey.

("Boyd Interactive Inc."), a wholly owned subsidiary of the Company, completed its acquisition of Boyd Digital, pursuant to a Membership Interest Purchase Agreement (the "Membership Agreement"), entered into on May 15, 2024, by and among Boyd Interactive Inc., DGMB Casino Holding, LLC and DGMB Casino SPE Corp.

Boyd Digital is an online casino operator based in New Jersey, operating a dual-brand strategy of Resorts Casino and Mohegan Sun.

This acquisition was another step forward in building out our online casino business.

In addition to acquiring the existing online business under both brands, the acquisition included a 20 -year marketing agreement with a 10 -year renewal option that provides for marketing and promotional services at Resorts Casino in Atlantic City, New Jersey.

This marketing agreement allows us to provide our online customers in New Jersey access to a gaming entertainment property where they can redeem points earned under our loyalty program for such amenities as complimentary food & beverage and hotel rooms.

3 unchanged sentences

The total gross cash consideration was $ 34.0 million (with $ 3.7 million of cash and restricted cash acquired, for total cash paid for acquisitions, net of cash received of $ 30.3 million).

Status of Purchase Price Allocation

The Company followed the acquisition method of accounting pursuant to FASB ASC Topic 805.

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 management with the assistance from third -party specialists.

The excess of the purchase price over the fair value of the assets acquired and liabilities assumed was recorded as goodwill.

The Company recognized the assets acquired and liabilities assumed in the acquisition based on fair value estimates as of the date of the acquisition.

In the fourth quarter of 2024, the Company finalized its determination of the fair value of the intangible assets acquired, along with the related allocation of goodwill.

There was no change in the final determination of fair value of the intangible assets acquired or the related allocation of goodwill from the preliminary values included in the condensed financial statements at September 30, 2024.

BOYD GAMING CORPORATION AND SUBSIDIARIES

1 unchanged sentence

as of December 31, 2025 and 2024 and for the years ended December 31, 2025 , 2024 and 2023

The following table summarizes the preliminary purchase price allocation reported in the Company's financial statements as of September 30, 2024, and the adjustments to the preliminary purchase price allocation to derive the final purchase price allocation, as reflected in the Company's financial statements as of December 31, 2024:

Preliminary Allocation

Final Purchase Price

Purchase Price Allocation

The Company followed the acquisition method of accounting pursuant to FASB ASC Topic 805 guidance.

In accordance with ASC 805, we have allocated the purchase price to the assets acquired and the liabilities assumed based on their fair values as determined by management with the assistance from third -party specialists.

The excess of the purchase price over the fair value of the assets acquired and liabilities assumed was recorded as goodwill.

The following table presents the components of the final allocation of the purchase price as of the acquisition date and as reported in our Annual Report on Form 10 -K for the year ended December 31, 2024:

(In thousands)

September 30, 2024

Final Purchase Price Allocation

Current assets

$ 4,316 $ ( 13 ) $ 4,303

Intangible assets

22,800 — 22,800

Total acquired assets

27,226 ( 13 ) 27,213

Current liabilities

3,918 ( 27 ) 3,891

Other liabilities

Total liabilities assumed

3,946 ( 27 ) 3,919

Net identifiable assets acquired

23,280 14 23,294

10,700 — 10,700

Net assets acquired

$ 33,980 $ 14 $ 33,994

The following table summarizes the values assigned to acquired intangible assets and weighted average useful lives of definite-lived intangible assets:

4 unchanged sentences

Total intangible assets acquired

The goodwill recognized is the excess of the purchase price over the preliminary values assigned to the assets acquired and liabilities assumed.

The goodwill recognized is the excess of the purchase price over the values assigned to the assets acquired and liabilities assumed.

All of the goodwill was assigned to the Online reportable segment.

The Company expensed $ 0.1 million of acquisition related costs during the year ended December 31, 2024.

There were no acquisition related costs for the years ended December 31, 2025 and 2023.

These costs are included in project development, preopening and writedowns on the consolidated statements of operations.

The revenue and earnings from the acquisition are not material for the period subsequent to acquisition through December 31, 2024.

The revenue and earnings from the acquisition are not material for the period from September 1, 2024 through December 31, 2024.

The pro-forma revenue and earnings from the acquisition assuming all impacts as if it had been completed on January 1, 2024, are not material through December 31, 2024.

2 unchanged sentences

as of December 31, 2025 and 2024 and for the years ended December 31, 2025 , 2024 and 2023

Pala Interactive

November 1, 2022, Boyd Interactive Inc., a wholly owned subsidiary of the Company, completed its acquisition of Pala Interactive and its subsidiaries, including its Canadian subsidiary Pala Canada, pursuant to a Purchase Agreement and Plan of Merger (the "Merger Agreement"), entered into on

March 28, 2022, by and among Boyd Interactive Inc., Boyd Phoenix Acquisition, LLC ("Merger Sub"), a wholly owned subsidiary of Boyd Interactive Inc., Boyd Phoenix Canada Inc., a wholly owned subsidiary of Boyd Gaming, Pala Interactive, Pala Canada Holdings, LLC and Shareholder Representative Services LLC as representative of the holders of the membership interests of Pala Interactive.

Pursuant to the Merger Agreement, Merger Sub merged with and into Pala Interactive (the "Merger"), with Pala Interactive surviving the Merger.

Pala Interactive is now a wholly owned subsidiary of Boyd Interactive Inc.

Pala Interactive is an innovative online gaming te

chnology comp any that provides proprietary solutions on both a

B2C basis in regulated markets across the United States and Canada.

We view this acquisition as an important step forward in our online growth strategy as it provides us with the talent and technology to begin building our regional online casino business.

While online casinos are now limited to just a few states, over the long term we believe there is growth and additional profit potential for our Company from online gaming.

By owning and operating an online gaming business, we will be able to leverage our nationwide portfolio and extensive customer database to grow in the online casino space.

The acquired company is aggregated into our

Online segment (See Note

Segment Information ).

Consideration Transferred

The fair value of the consideration transferred on the date of the Merger Agreement included the purchase price of the net assets transferred.

The total gross cash consideration was

$ 175.2 million (with

$ 7.3 million of cash acquired, for total cash paid for acquisitions, net of cash received of

$ 167.9 million).

Status of Purchase Price Allocation

The Company followed the acquisition method of accounting pursuant to FASB ASC Topic 805.

The excess of the purchase price over the fair value of the assets acquired and liabilities assumed was recorded as goodwill.

The Company recognized the assets acquired and liabilities assumed in the acquisition based on fair value estimates as of the date of the Merger.

In the second quarter of 2023, the Company finalized its determination of the fair value of the intangible assets acquired, along with the related allocation of goodwill.

The following table summarizes the purchase price allocation as of the acquisition date of

November 1, 2022:

(In thousands)

Current assets

Property and equipment

Intangible assets

Total acquired assets

Current liabilities

Other liabilities

Total liabilities assumed

Net identifiable assets acquired

Net assets acquired

The following table summarizes the values assigned to acquired property and equipment and estimated useful lives:

(In thousands)

Buildings and improvement

Furniture and equipment

Property and equipment acquired

The following table summarizes the values assigned to acquired intangible assets and weighted average useful lives of definite-lived intangible assets:

(In thousands)

Developed technology

B2B relationships

7 - 10 28,000

B2C relationships

Total intangible assets acquired

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2024 and 2023 and for the years ended December 31, 2024 , 2023 and 2022

The goodwill recognized is the excess of the purchase price over the values assigned to the assets acquired and liabilities assumed.

All of the goodwill was assigned to reporting units included in the Online segment.

All of the goodwill, except

$ 7.8 million allocated to Pala Canada, is expected to be deductible for income tax purposes.

The Company expensed acquisition related costs of

$ 0.7 million and

$ 5.5 million during the years ended

2022 , respectively.

no acquisition related costs during the year ended

December 31, 2024.

These costs are included in project development, preopening and writedowns on the consolidated statements of operations.

The revenue and earnings from the Merger are

not material for the period subsequent to acquisition through

December 31, 2022.

The pro-forma revenue and earnings from the Merger assuming all impacts as if it had been completed on

January 1, 2022, are

not material through

December 31, 2022.

PROPERTY AND EQUIPMENT, NET

18 unchanged sentences

Depreciation expense for the years ended December 31, 2025 , 2024 and 2023 was $ 283.6 million, $ 259.8 million and $ 240.0 million, respectively.

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

In addition, as a result of our third quarter 2025 impairment review, the Company recorded long-lived asset impairment charges of $ 47.3 million for property and equipment related to our Midwest & South segment and $ 17.8 million for property and equipment related to our Las Vegas Locals segment.

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.

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

These noncash impairment charges are recorded in impairment of assets on the consolidated statement of operations.

There were no impairments of our property and equipment long-lived assets during 2024 and 2023.

INTANGIBLE ASSETS

45 unchanged sentences

9.8 13,000 ( 2,347 ) — — 10,653

Marketing agreement

19.7 4,500 ( 75 ) — — 4,425

175,533 ( 56,800 ) — ( 498 ) 118,235

Indefinite lived intangible assets

25 unchanged sentences

Development agreement is an acquired contract with Wilton Rancheria under which the Company developed the Sky River Casino on the Wilton Rancheria's land.

Amortization of this asset began on August 15, 2022, upon the opening of Sky River Casino.

Developed Technology

46 unchanged sentences

and discount rate.

In two instances, we determine the value of our gaming licenses by applying a cost approach.

In three instances, we determine the value of our gaming licenses by applying a cost approach.

Our primary consideration in the application of this methodology is the initial statutory fee associated with acquiring a gaming license in the jurisdiction.

29 unchanged sentences

( 660 ) ( 3,867 ) ( 3,053 ) ( 6,306 ) ( 3,914 ) ( 1,083 ) ( 225 ) — — ( 19,108 )

( 260 ) ( 3,867 ) ( 3,053 ) ( 4,563 ) ( 3,915 ) ( 1,083 ) ( 75 ) — — ( 16,816 )

Effect of foreign currency exchange

33 unchanged sentences

however, these assets are subject to an annual impairment test each year and between annual test dates in certain circumstances.

There were no impairment charges recorded during 2025.

As a result of our first quarter 2024 impairment review, the Company recorded an impairment charge of $ 10.5 million for a gaming license right related to our Midwest & South segment.

As a result of our annual 2023 impairment test and our fourth quarter 2023 impairment review, the Company recorded an impairment charge of $ 21.3 million for gaming license rights related to our Midwest & South segment.

As a result of our third quarter 2022 impairment review, the Company recorded an impairment charge of $ 5.6 million for a trademark related to a property in our Midwest & South segment.

As a result of our annual 2022 impairment test and our fourth quarter 2022 impairment review, the Company recorded additional impairment charges of $ 3.6 million for trademarks related to our Midwest & South segment .

Goodwill consists of the following:

33 unchanged sentences

Changes in Goodwill

During the year ended December 31, 2024, we recorded $ 10.7 million of goodwill, in our Online segment related to the acquisition of Resorts Digital.

During the year ended December 31, 2025, there were no changes in goodwill other than the effect of foreign currency exchange rates.

During the year ended December 31, 2024, we recorded $ 10.7 million of goodwill, in our Online segment related to the acquisition of Boyd Digital.

During the year ended December 31, 2023, we recorded goodwill impairment charges of $ 86.5 million, of which $ 82.0 million related to our Online segment and $ 4.5 million related to Managed & Other, our aggregated other nonreportable operating segments category.

During the year ended December 31, 2022, we recorded $ 94.0 million of goodwill, in our Online segment related to our acquisition of Pala Interactive, and impairment charges of $ 31.6 million related to our Midwest & South segment.

The following table sets forth the changes in our goodwill, net, during the years ended December 31, 2025 , 2024 and 2023 .

27 unchanged sentences

$ 827,927 $ 447,415

Included in Other as of December 31, 2025 is $ 371.3 million of 2025 renewable energy investment tax credits purchased from third parties.

See additional discussion in Note 8, Income Taxes .

LONG-TERM DEBT

8 unchanged sentences

4.750 % 900,000 ( 7,415 ) 892,585

5.208 % 6 — 6

Total long-term debt

3,200,306 ( 23,716 ) 3,176,590

Less current maturities

44,006 — 44,006

Long-term debt, net

22 unchanged sentences

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 March 2, 2027 ( 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 March 2, 2027 ( 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.

On January 21, 2026, the Company entered into an Amended and Restated Credit Agreement which is further discussed in Note 16, Subsequent Events.

Amounts Outstanding

4 unchanged sentences

25,700 66,300

66,300 63,300

Total outstanding principal amounts

$ 160,700 $ 1,300,300

During the year ended December 31, 2025, the Company used the $ 1,758.0 million cash proceeds from the sale of the Equity Interest in FanDuel, as discussed in Note 1, Summary of Significant Accounting Policies , to pay down the then outstanding Credit Facility debt, which consisted of $ 915.0 million on the Revolving Credit Facility, $ 726.0 million on the Term A Loan and $ 39.9 million on the Swing Loan.

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

With a total revolving credit commitment of $ 1,450.0 million available under the Credit Facility, $ 135.0 million and $ 25.7 million in borrowings outstanding on the Revolving Credit Facility and on 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 at December 31, 2025 .

3 unchanged sentences

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.

5 unchanged sentences

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.

3 unchanged sentences

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

1 unchanged sentence

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 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.

Current Maturities of Our Indebtedness

We classified certain non-extending balances under our Credit Facility as a current maturity, as such amounts come due within the next twelve months.

As of December 31, 2024, we classified certain non-extending balances under our Credit Facility as a current maturity, as such amounts came due within the next twelve months.

As of December 31, 2025, there are not any amounts that come due under our Credit Facility within the next twelve months.

BOYD GAMING CORPORATION AND SUBSIDIARIES

5 unchanged sentences

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 6.375% senior notes due April 2026 ( "6.375% Senior Notes") and 6.000% senior notes due August 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 6.375% senior notes due April 2026 and 6.000% senior notes due August 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.

47 unchanged sentences

4.750% Senior Notes due

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 (the "SEC") to permit the holders to exchange or resell the 4.750% Senior Notes due 2027.

4 unchanged sentences

as of December 31, 2025 and 2024 and for the years ended December 31, 2025 , 2024 and 2023

Loss on Early Extinguishments and Modifications of Debt

Early Extinguishments and Modifications of Debt

During the year ended December 31, 2025, the Company incurred $1.4 million in loss on early extinguishments of debt due to the full repayment and extinguishment of the Term A Loan with proceeds from the sale of the Equity Interest in FanDuel.

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

There were no charges to loss on early extinguishments and modifications of debt during the years ended December 31, 2024 and 2023.

During the year ended December 31, 2022, the Company redeemed the remaining $ 300.0 million outstanding 8.625 % Senior Notes due June 2025.

As part of this transaction, the Company recorded $ 12.9 million in premium fees paid and $ 3.6 million for the write-off of deferred finance charges.

In addition, during the year ended December 31, 2022, the Company entered into a new credit agreement which led to writing off deferred financing charges of $ 3.3 million related to the Prior Credit Facility.

Covenant Compliance

As of December 31, 2024 , we were in compliance with the financial and other covenants of our debt instruments.

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

The indentures governing the notes issued by the Company contain provisions that allow for the incurrence of additional indebtedness, if after giving effect to such incurrence, the coverage ratio (as defined in the respective indentures, essentially a ratio of the Company's consolidated EBITDA to fixed charges, including interest) for the Company's trailing four quarter period on a pro forma basis would be at least 2.0 to 1.0.

32 unchanged sentences

136,951 154,480

10,796 12,247

Gross deferred income tax liabilities

22 unchanged sentences

$ 13.3 million as of

December 31, 2024 .

This is an increase of

$ 3.1 million from the prior year due to changes in state tax rates in certain states.

December 31, 2025 and

In assessing the need to establish a valuation allowance, we consider, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of profitability and taxable income, the duration of statutory carryforward periods, our experience with the utilization of operating loss and tax credit carryforwards before expiration and tax planning strategies.

4 unchanged sentences

(In thousands)

Income (loss) before income taxes

United States

$ 2,330,204 $ 753,109 $ 760,638

( 533 ) ( 1,106 ) ( 7,731 )

Total income before income taxes

2,329,671 752,003 752,907

Income tax provision

$ 116,760 $ 110,433 $ 148,726

21,664 7,456 14,937

Total current taxes provision

2 unchanged sentences

9,829 13,987 ( 49,709 )

( 29 ) ( 60 ) ( 1,890 )

Total deferred taxes provision

352,345 56,162 ( 30,779 )

Provision for income taxes

Total income tax provision

$ 490,769 $ 174,051 $ 132,884

The following table provides a reconciliation between the federal statutory rate and the effective income tax rate, expressed as a percentage of income before income taxes:

As discussed in Note 1, Summary of Significant Accounting Policies - Recently Adopted Accounting Pronouncements , in January 2025 we adopted ASU 2023 - 09 retrospectively.

A reconciliation of the U.S.

federal statutory income tax rates to our effective tax rates pursuant to the new disclosure requirements of ASU 2023 - 09 are as follows:

Year Ended December 31,

(In thousands, except percentages)

Amount Percent Amount Percent Amount Percent

Tax at federal statutory rate

2 unchanged sentences

24,879 1.1 % 16,940 2.3 % ( 26,322 ) ( 3.5 )%

Compensation-based credits

Foreign taxes

( 28 ) — % ( 60 ) — % ( 1,890 ) ( 0.3 )%

Nondeductible expenses

Federal tax credit

Renewable energy credits

( 24,790 ) ( 1.1 )% — — % — — %

Tax exempt interest

Company provided benefits

Other credits

( 1,643 ) ( 0.1 )% ( 2,027 ) ( 0.3 )% ( 2,228 ) ( 0.3 )%

Nontaxable or nondeductible items

3,120 0.2 % 1,277 0.1 % 5,214 0.7 %

1 unchanged sentence

$ 490,769 21.1 % $ 174,051 23.1 % $ 132,884 17.6 %

Our tax provision for the year ended December 31, 2024 was unfavorably impacted by state taxes and certain nondeductible expenses, including nondeductible compensation and employee benefit expenses, which were partially offset by tax credits, foreign taxes, and the inclusion of excess tax benefits related to equity compensation as a component of the provision for income taxes.

Our tax provision for the year ended December 31, 2023 was favorably impacted by the release of state valuation allowances, tax credits, foreign taxes and inclusion of excess tax benefits related to equity compensation, as a component of the provision for income taxes and partially offset by state taxes and certain nondeductible expenses, including nondeductible compensation and employee benefit expenses.

Our tax provision for the year ended December 31, 2022 was unfavorably impacted by state taxes and certain nondeductible expenses, including nondeductible compensation and employee benefit expenses, which were partially offset by tax credits and the inclusion of excess tax benefits related to equity compensation as a component of the provision for income taxes.

( 1 ) For 2025, Illinois, Kansas, and New Jersey represented the majority of the tax effect in this category.

For 2024, Louisiana and Missouri represented the majority of the tax effect in this category.

For 2023, Indiana represented the majority of the tax effect in this category.

BOYD GAMING CORPORATION AND SUBSIDIARIES

1 unchanged sentence

as of December 31, 2025 and 2024 and for the years ended December 31, 2025 , 2024 and 2023

Our tax provision for the year ended

December 31, 2025 was unfavorably impacted by state taxes and certain nondeductible expenses, including nondeductible compensation and employee benefit expenses, which were partially offset by federal renewable energy and other tax credits, foreign taxes, and the inclusion of excess tax benefits related to equity compensation as a component of the provision for income taxes.

Cash Paid for Income Taxes, Net of Refunds

The following table provides a detail of the cash taxes paid, net of refunds:

Year Ended December 31,

(In thousands)

$ 108,321 $ 131,000 $ 146,000

23,446 13,512 18,482

Total cash taxes paid, net of refunds

$ 131,767 $ 144,512 $ 164,482

Income taxes paid, net of refunds, exceeded five percent of total income taxes paid, net of refunds, in the following jurisdictions:

Year Ended December 31,

(In thousands)

$ 6,710 $ — $ —

( 1 ) Jurisdiction did not meet the disclosure requirements for the years ended December 31, 2024 and 2023 and as such are presented as zero.

Status of Examinations

3 unchanged sentences

We utilized all our federal net operating losses in

As it relates to our material state tax returns, we are subject to examination for tax years ended on or after

December 31, 2015.

The statute of limitations will expire over the per

iod October 2025 through November 2028.

The IRS has selected our federal corporate income tax return for the tax year ended

The IRS selected our federal corporate income tax return for the tax year ended

December 31, 2021, for examination.

1 unchanged sentence

second quarter of

2024 and is still ongoing.

2024 and was closed in the

second quarter of

no significant adjustments.

December 31, 2025, and for the year then ended, there were

no changes to our unrecognized tax benefits to date.

As it relates to our material state tax returns, we are subject to examination for tax years ended on or after

December 31, 2016.

The statute of limitations will expire over the per

iod October 2026 through November 2029.

We believe that we have adequately reserved for any tax liability;

however, the ultimate resolution of these examinations

however, the ultimate resolution of an examination

may result in an outcome that is different than our current expectation.

not believe the ultimate resolution of these examinations will have a material impact on our consolidated financial statements.

not believe the ultimate resolution of any examination will have a material impact on our consolidated financial statements.

Other Long-Term Tax Liabilities

10 unchanged sentences

no uncertain tax positions.

not anticipate any material changes to our unrecognized tax benefits over the next

twelve -month period.

Pursuant to provisions under the Inflation Reduction Act of

2022, the Company entered into agreements to purchase

$ 400.9 million of transferable federal energy tax credits during

2025 at a discount to face value, which resulted in an income tax benefit recorded during the year ended

December 31, 2025.

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2025 and 2024 and for the years ended December 31, 2025 , 2024 and 2023

COMMITMENTS AND CONTINGENCIES

9 unchanged sentences

On March 7, 2011, Kansas Star entered into a Development Agreement with the City of Mulvane ("Mulvane Development Agreement") related to the provision of water, sewer, and electrical utilities to the Kansas Star site.

This agreement sets forth certain parameters governing the use of public financing for the provision of such utilities, through the issuance of general obligation bonds by the City of Mulvane, paid for through the imposition of a special tax assessment on the Kansas Star site payable over 15 years in an amount equal to the City’s full obligations under the general obligation bonds.

This agreement sets forth certain parameters governing the use of public financing for the provision of such utilities, through the issuance of general obligation bonds by the City of Mulvane, paid for through the imposition of a special tax assessment on the Kansas Star site payable over 15 years in an amount equal to the City of Mulvane’s full obligations under the general obligation bonds.

All infrastructure improvements to the Kansas Star site under the Mulvane Development Agreement are complete and the City of Mulvane issued $ 19.7 million in general obligation bonds related to these infrastructure improvements.

At both December 31, 2024 and 2023 , under the Mulvane Development Agreement, Kansas Star recorded $ 1.6 million, which is included in accrued liabilities on the consolidated balance sheets and at December 31, 2024 and 2023 , $ 2.0 million, net of a $ 0.5 million discount, and $ 3.1 million, net of a $ 0.8 million discount, respectively, which is recorded as a long-term obligation in other liabilities on the consolidated balance sheets.

At both December 31, 2025 and 2024 , under the Mulvane Development Agreement, Kansas Star recorded $ 1.6 million, which is included in accrued liabilities on the consolidated balance sheets and at December 31, 2025 and 2024 , $ 0.8 million, net of a $ 0.2 million discount, and $ 2.0 million, net of a $ 0.5 million discount, respectively, is recorded as a long-term obligation in other liabilities on the consolidated balance sheets.

Interest costs are expensed as incurred and the discount will be amortized to interest expense over the term of the special tax assessment ending in 2028.

26 unchanged sentences

Diamond Jo Worth pays 5.76 % on slot and table game revenues and 0.75 % on sports wagering revenue.

Diamond Jo Dubuque expensed $ 3.5 million, $ 3.5 million and $ 3.3 million, during the years ended December 31, 2024 , 2023 and 2022 , respectively, related to its agreement.

Diamond Jo Dubuque expensed $ 3.5 million during each of the years ended December 31, 2025 , 2024 and 2023 , respectively, related to its agreement.

Diamond Jo Worth expensed $ 6.5 million, $ 6.2 million and $ 6.1 million during the years ended December 31, 2025 , 2024 and 2023 , respectively, related to its agreement.

8 unchanged sentences

The Agreements also provide that the Company will receive future revenue for its services to Wilton Rancheria contingent upon successful development of the gaming facility and based on future revenues of the gaming facility.

In January 2017, the Company funded the acquisition of land that is the site of the Sky River Casino today and, in February 2017, the land was placed into trust by the U.S.

Bureau of Indian Affairs for the benefit of Wilton Rancheria.

In September 2017, the California State Legislature unanimously approved, and the Governor of California executed, a tribal-state gaming compact with Wilton Rancheria allowing the development of the casino.

In October 2018, the National Indian Gaming Commission approved the Company's management contract with Wilton Rancheria.

In 2022, construction of the Sky River Casino was completed and the Company funded construction of a parking lot adjacent to the casino.

On August 15, 2022, the Sky River Casino opened and we began earning a management fee.

The pre-development costs financed by us, and the cost of the land and parking lot financed by us, were to be repaid under the terms of a note receivable with Wilton Rancheria bearing interest at 12.5 % and payment timing and the payment amount are subject to an excess cash flow waterfall payment prioritization and maintenance of a certain leverage ratio, among other restrictions under Wilton Rancheria's third -party credit agreement that provided funding for the rest of the construction project.

The pre-development costs financed by us, and the cost of the land and parking lot financed by us, were to be repaid under the terms of a note receivable with Wilton Rancheria bearing interest at 12.5 % and payment timing and the payment amount were subject to an excess cash flow waterfall payment prioritization and maintenance of a certain leverage ratio, among other restrictions under Wilton Rancheria's third -party credit agreement that provided funding for the rest of the construction project.

Given the significant barriers of the project, a majority of advances made during the 10 -year period were historically reserved in full when advanced.

With the opening of Sky River Casino and cash flow from operations, the Company evaluated its expected losses on the note receivable and reduced its allowance by $ 35.1 million during the year ended December 31, 2022.

The allowance on the note represented a reserve on both the development advances and interest on the note.

As such, the allowance reduction is allocated accordingly and $ 20.4 million is recorded in project development, preopening and writedowns and $ 14.7 million in interest income, both reflected in the consolidated statement of operations for the year ended December 31, 2022.

The Wilton Rancheria amended their third -party credit agreement in March 2023 and such amendment effectively allowed Sky River Casino to begin making previously disallowed distributions, under the excess cash flow waterfall.

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The Company received $ 0.2 million in principal payments and $ 0.2 million in interest due under the note receivable during the year ended December 31, 2024, and $ 113.6 million in principal payments and $ 12.0 million in interest due under the note receivable during the year ended December 31, 2023.

As of December 31, 2024, the principal and interest outstanding on the note receivable was fully repaid.

As of December 31, 2025 and 2024, the principal and interest outstanding on the note receivable was fully repaid.

Separately, the management agreement provides for us to manage the gaming facility upon opening for a period of seven years and receive a monthly management fee for our services based on the monthly performance of the gaming facility.

The management fee of $ 98.9 million, $ 88.4 milli on and $ 76.9 million for our management services for the years ended December 31, 2025 , 2024 and 2023 , respectively, is paid monthly and recorded in management fee revenue on the consolidated statements of operations.

In addition, for the year ended December 31, 2022, the Company received a one -time $ 5.0 million development fee which was recognized upon completion of our performance obligations under the development agreement and is included in other revenue on the consolidated statement of operations.

BOYD GAMING CORPORATION AND SUBSIDIARIES

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Charles, Belterra Resort and Ogle Haus, LLC, commencing on October 15, 2018 and ending on April 30, 2026 as the initial term, with options for renewal.

The term of this Master Lease may be extended for five separate renewal terms of five years each.

The monthly lease payment consists of the following, (i) the building base rent, as defined in the Master Lease agreement, plus (ii) the land base rent, as defined in the Master Lease agreement, plus (iii) the percentage rent, as defined in the Master Lease agreement.

Each and every other lease year commencing with the third lease year, the percentage rent will reset based on a calculation defined in the Master Lease agreement.

On May 6, 2020, PNK (Ohio), LLC, a Boyd subsidiary, that owns the business operations of Belterra Park, entered into a master lease to which the landlord agreed to lease to PNK (Ohio), LLC, the facilities associated with Belterra Park.

The Master lease has substantially the same terms as disclosed above as the Boyd TCIV Master Lease.

The term of this Boyd TCIV Master Lease may be extended for five separate renewal terms of five years each.

The monthly lease payment consists of the following, (i) the building base rent, as defined in the Boyd TCIV Master Lease agreement, plus (ii) the land base rent, as defined in the Boyd TCIV Master Lease agreement, plus (iii) the percentage rent, as defined in the Boyd TCIV Master Lease agreement.

Each and every other lease year commencing with the third lease year, the percentage rent will reset based on a calculation defined in the Boyd TCIV Master Lease agreement.

The PNK (Ohio) Master Lease has substantially the same terms as the Boyd TCIV Master Lease, as discussed above.

During the first quarter 2025, the Company exercised its right to extend the Master Leases for the first renewal term.

This first renewal extends the Master Leases through April 30, 2031.

The monthly lease payment during the initial term that consists of:

(i) the building base rent, plus (ii) the land base rent, plus (iii) the percentage rent, each as defined in the Master Leases, continues during the first renewal term.

The exercise of the first renewal term was previously assumed as the reasonably certain lease period at the Master Leases commencement date.

Rent expense associated with these Master Leases is recorded in master lease rent expense on the consolidated statements of operations.

Norfolk Agreements

On October 21, 2024, the Company, the Pamunkey Indian Tribe ("Tribe"), the Pamunkey Indian Tribal Gaming Authority ("PITGA"), and its wholly-owned subsidiary, Golden Eagle Consulting II, LLC ("GEC") entered into agreements, pursuant to which, among other things, the Company will, subject to the purchase of land to develop and build a commercial casino and hotel development in Norfolk, Virginia ("Norfolk Casino"), (i) receive from PITGA an exclusive option to purchase a percentage of membership interests of GEC, (ii) make advance payments to PITGA and GEC, and (iii) become developer and manager of the Norfolk Casino (see Note 16, Subsequent Events ).

On October 21, 2024, the Company, the Pamunkey Indian Tribe ("Tribe"), the Pamunkey Indian Tribal Gaming Authority ("PITGA"), and its wholly owned subsidiary, Golden Eagle Consulting II, LLC ("GEC") entered into agreements, pursuant to which, among other things, the Company would, subject to the purchase of land to develop and build a commercial casino and hotel development in Norfolk, Virginia ("Norfolk Casino"), (i) receive from PITGA an exclusive option to purchase a percentage of membership interests of GEC, (ii) make advance payments to PITGA and GEC, and (iii) become developer and manager of the Norfolk Casino.

On February 14, 2025, the Norfolk Casino land was purchased, and pursuant to the October 21, 2024, agreements between the Company and the Tribe, PITGA, and GEC, the Company entered into agreements with the Tribe, PITGA and GEC to develop and manage the Norfolk Casino.

GEC was previously formed to develop and operate the Norfolk Casino and had no assets or operations, other than the exclusive right to a gaming license for a casino development in Norfolk, Virginia.

The development agreement with PITGA and GEC provides for the Company to fund and manage the development of the Norfolk Casino ("Norfolk Development Agreement").

The management agreement with PITGA and GEC provides for the Company to manage the operations of the developed Norfolk Casino ("Norfolk Management Agreement"), including both the transitional casino and the full casino resort.

GEC received a gaming license from the Virginia Lottery on October 29, 2025.

The transitional casino opened to the public on November 7, 2025 and the full casino resort is expected to open in late 2027, pending receipt of final regulatory approval.

Through the Norfolk Management Agreement, the Company is responsible for funding any operational losses and is entitled to significant economic benefits from the developed casino’s operations.

The Company has determined that GEC is a VIE and that the Company has variable interests in GEC through its exclusive option to purchase a percentage of membership interests of GEC, the Norfolk Development Agreement and the Norfolk Management Agreement.

As the Company has the power to direct the activities that most significantly affect the economic performance of GEC, including development and management of the Norfolk Casino, and the right to receive benefits or the obligation to absorb losses that could be potentially significant to GEC, the Company has determined that it is the primary beneficiary of GEC and that GEC must be consolidated with the Company’s financial results.

The Company does not have the power to direct the Tribe or PITGA’s activities, nor is it responsible for economic losses or have rights to economic benefits of the Tribe or PITGA.

The Company anticipates incurring aggregate expenditures in connection with the Norfolk Casino project of approximately $ 750.0 million.

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2025 and 2024 and for the years ended December 31, 2025 , 2024 and 2023

Contingencies

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We believe that all pending claims, if adversely decided, would not have a material adverse effect on our business, financial position or results of operations.

Hurricane Laura Insurance Recovery

On August 27, 2020, Hurricane Laura made landfall in Vinton, Louisiana, which caused the closure of our Delta Downs property for approximately three weeks.

The Company maintains insurance, subject to certain deductibles, that covers business interruption, including lost profits.

As the Company deemed it probable that insurance recoveries would exceed any loss incurred, the Company accounted for the proceeds in excess of the loss incurred as a gain contingency in the period received in accordance with authoritative accounting guidance.

During third quarter 2022, we settled our business interruption and lost profits claim with our insurance carriers and received payments totaling $ 13.2 million.

After consideration of expenses incurred related to the claim, included in other operating items , net for the year ended December 31, 2022, is a $ 12.6 million gain representing business interruption insurance for lost profits from the closure of Delta Downs in 2020 due to Hurricane Laura.

We have operating and finance leases primarily for four casino hotel properties, corporate offices, parking ramps, gaming and other equipment.

We have operating and finance leases primarily for four casino hotel properties, parking ramps, gaming and other equipment.

Our leases have remaining lease terms of one year to 51 years, some of which include options to extend the leases for up to 60 years, and some of which include options to terminate the leases within one year.

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Variable lease expense recognized in the years ended December 31, 2025 , 2024 and 2023 was $ 34.5 million, $ 32.7 million and $ 34.9 million, respectively.

As part of our fourth quarter 2025 impairment test, the Company recorded impairment charges of $ 6.0 million for operating lease right-of-use assets related to our Midwest & South segment.

The components of lease expense were as follows:

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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.

There were 10.1 million shares, 11.1 million shares and 6.5 million shares repurchased during the years ended December 31, 2025 , 2024 and 2023 , respectively.

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July 15, 2023

September 15, 2022

August 15, 2023

September 15, 2023

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( 44,980 ) 15.60

( 32,000 ) 9.86

Outstanding at December 31, 2024

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Options Exercisable

Range of Exercise Prices

Exercise Price

$17.75 28,708 1.9 $ 17.75 28,708 $ 17.75

19.98 2,693 0.8 19.98 2,693 19.98

$17.75-$19.98

Exercise Price

$ 17.75 23,924 0.9 $ 17.75 23,924 $ 17.75

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We grant RSUs to certain members of management of the Company, which represents a contingent right to receive one share of our common stock upon vesting.

A RSU generally vests on the third anniversary of its issuance and the share-based compensation expense is amortized to expense over the requisite service period.

Prior to the first quarter 2025 grant, a RSU generally vested on the third anniversary of its issuance date.

Beginning with the first quarter 2025 grant, a RSU generally vests in annual installments of one - third of the original number of units granted with the full award fully vested on the third anniversary of its issuance date.

Share-based compensation expense is amortized to expense over the requisite service period.

BOYD GAMING CORPORATION AND SUBSIDIARIES

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and (ii) an evaluation of specific performance conditions.

The performance conditions are based on Company metrics such as net revenue growth, Earnings Before Interest, Taxes, Depreciation, Amortization and Rent under master leases ("EBITDAR") growth, EBITDAR margin growth and return on invested capital, all of which are determined over a period of time as defined in the grant agreement.

The performance conditions are based on Company metrics such as net revenue growth, Adjusted Earnings Before Interest, Taxes, Depreciation, Amortization and Rent under master leases ("Adjusted EBITDAR") growth, Adjusted EBITDAR margin growth, return on invested capital and customer metrics, all of which are determined over a period of time as defined in the grant agreement.

Based upon actual and combined achievement, the number of shares awarded could range from zero, if no conditions are met, a 50 % payout if only threshold performance is achieved, a payout of 100 % for target performance, or a payout of up to 200 % of the original award for achievement of maximum performance.

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Performance Shares Vesting

The PSU grants awarded in third quarter 2021, fourth quarter 2019 and 2018 vested during first quarter 2024 , 2023 and 2022 , respectively.

Common shares under the 2021 grant were issued based on the determination by the Compensation Committee of the Board of Directors ("Compensation Committee") of our actual achievement of EBITDAR and return on invested capital for the two -year performance period from July 2021 to June 2023.

Common shares under the 2019 and 2018 grants were issued based on the determination by the Compensation Committee of our actual achievement of net revenue growth and EBITDAR growth for the three -year performance period of the grant.

The PSU grants awarded in first quarter 2022, third quarter 2021 and fourth quarter 2019 vested during first quarter 2025 , 2024 and 2023 , respectively.

Common shares under the 2022 grant were issued based on the determination by the Compensation Committee of the Board of Directors ("Compensation Committee") of our actual achievement of Adjusted EBITDAR, Adjusted EBITDAR margin and return on invested capital for the three -year performance period from January 1, 2022 to December 31, 2024.

Common shares under the 2021 grant were issued based on the determination by the Compensation Committee of our actual achievement of Adjusted EBITDAR and return on invested capital for the two -year performance period from July 2021 to June 2023.

Common shares under the 2019 grant were issued based on the determination by the Compensation Committee of our actual achievement of net revenue growth and Adjusted EBITDAR growth for the three -year performance period from January 1, 2020 to December 31, 2022.

As provided under the provisions of our stock incentive plan, certain of the participants elected to surrender a portion of the shares to be received to pay the withholding and other payroll taxes payable on the compensation resulting from the vesting of the PSUs.

The PSU grant awarded in February 2022 resulted in a total of 147,970 shares being issued during first quarter 2025 , representing approximately 1.22 shares per PSU.

Of the 147,970 shares issued, a total of 55,433 were surrendered by the participants for payroll taxes, resulting in a net issuance of 92,537 shares due to the vesting of the 2022 grant.

The actual achievement level under the award metrics equaled the estimated performance as of year-end 2024 ;

therefore, the vesting of the PSUs did not impact compensation costs in our 2025 consolidated statement of operations.

The PSU grant awarded in July 2021 resulted in a total of 241,277 shares being issued during first quarter 2024 , representing approximately 1.94 shares per PSU.

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therefore, the vesting of the PSUs did not impact compensation costs in our 2023 consolidated statement of operations.

The PSU grant awarded in December 2018 resulted in a total of 408,609 shares being issued during first quarter 2022 , representing approximately 1.58 shares per PSU.

Of the 408,609 shares issued, a total of 114,265 were surrendered by the participants for payroll taxes, resulting in a net issuance of 294,344 shares due to the vesting of the 2018 grant.

The actual achievement level under the award metrics equaled the estimated performance as of the year-end 2021 ;

therefore, the vesting of the PSUs did not impact compensation costs in our 2022 consolidated statement of operations.

Summarized PSU activity is as follows:

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Outstanding at December 31, 2025

As of December 31, 2024 , there was approximately $ 1.5 million of total unrecognized share-based compensation costs related to unvested Career Shares.

As of December 31, 2025 , there was approximately $ 1.3 million of total unrecognized share-based compensation costs related to unvested Career Shares, which is expected to be recognized over 3.1 years.

Share-Based Compensation

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

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

At December 31, 2024 and 2023 , $ 0.8 million and $ 0.7 million, respectively, of the carrying value of the investment available for sale is included as a current asset in prepaid expenses and other current assets, and at December 31, 2024 and 2023 , $ 11.8 million and $ 12.6 million, respectively, is included in other assets, net on the consolidated balance sheets.

At both December 31, 2025 and 2024 , $ 0.8 million of the carrying value of the investment available for sale is included as a current asset in prepaid expenses and other current assets, and at December 31, 2025 and 2024 , $ 11.5 million and $ 11.8 million, respectively, is included in other assets, net on the consolidated balance sheets.

The discount associated with this investment of $ 1.6 million and $ 1.8 million as of December 31, 2025 and 2024 , respectively, is netted with the investment balance and is being accreted over the life of the investment using the effective interest method.

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If the discount rate in our fair value measurements increased or decreased by 100 basis points, the change would not cause the value of our fair value measurements to change significantly.

The fair value of indefinite-lived intangible assets, classified in the fair value hierarchy as Level 3, is utilized in performing the Company's impairment analyses (see Note 4, Intangible Assets ).

The fair value of indefinite-lived intangible assets, long-lived assets and operating lease right-of-use-assets, classified in the fair value hierarchy as Level 3, is utilized in performing the Company's impairment analyses (see Note 3, Property and Equipment, Net, Note 4, Intangible Assets and Note 10, Leases ).

In addition, the fair value of the FanDuel Equity Interest, classified in the fair value hierarchy as Level 3, was utilized in allocating the proceeds from the sale of the FanDuel Equity Interest (see Note 1, Summary of Significant Accounting Policies - Collaborative Arrangements - FanDuel ).

Balances Disclosed at Fair Value

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

As of December 31, 2024, the outstanding principal balance under the note receivable was paid in full.

December 31, 2025

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(In thousands)

Note receivable

$ 34,789 $ 34,789 $ 35,641 Level 3

Obligation under assessment arrangements

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(In thousands)

Note receivable

$ 419 $ 419 $ 419 Level 3

Obligation under assessment arrangements

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900,000 892,585 877,500 Level 1

6 6 6 Level 3

$ 2,060,700 $ 2,045,569 $ 2,034,450

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as of December 31, 2025 and 2024 and for the years ended December 31, 2025 , 2024 and 2023

The estimated fair values of our obligation under assessment arrangements as of December 31, 2024 and 2023 are based on a discounted cash flow approach after giving consideration to the changes in market rates of interest, creditworthiness of both parties and credit spreads.

The estimated fair value of our note receivable as of December 31, 2023 , was estimated to equal its carrying value after consideration of the expected repayment timing of the remaining balance.

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

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

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

The other debt is fixed-rate debt consisting of finance leases with various maturity dates from 2024 to 2025.

These other debt obligations are not traded and do not have observable market inputs;

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

therefore, we have estimated fair value to be equal to the carrying value for these obligations.

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and (iv) Online (collectively "Reportable Segments").

The Online segment includes the operating results of our online gaming operations through collaborative arrangements with third parties throughout the United States and the operations of Boyd Interactive, inclusive of our acquisition of Pala Interactive on November 1, 2022, and our acquisition of Resorts Digital on September 1, 2024.

The Online segment includes the operating results of 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.

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.

The table in Note 1, Summary of Significant Accounting Policies, lists the 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.

Results of Operations - Total Reportable Segment Revenues and Adjusted EBITDAR

We evaluate profitability based on Adjusted EBITDAR, which represents earnings before interest expense, interest income, income taxes, depreciation and amortization, deferred rent, share-based compensation expense, project development, preopening and writedowns expenses, impairments of assets, other operating items, net, gain or loss on early extinguishments and modifications of debt, other items, net and master lease rent expense, as applicable.

Total Reportable Segment Adjusted EBITDAR is the aggregate sum of the Adjusted EBITDAR for each of the properties included in our Las Vegas Locals, Downtown Las Vegas and Midwest & South segments and Adjusted EBITDAR related to the online operations in our Online segment.

Results for Downtown Las Vegas include the results of our Hawaii-based travel agency as our Downtown Las Vegas properties cater to the Hawaiian market.

We evaluate profitability based on Adjusted EBITDAR, which represents earnings before interest expense, interest income, income taxes, depreciation and amortization, deferred rent, share-based compensation expense, project development, preopening and writedowns expenses, impairments of assets, other operating items, net, gain or loss on early extinguishments and modifications of debt, net income (loss) attributable to non-controlling interest, other items, net and master lease rent expense, as applicable.

Total Reportable Segment Adjusted EBITDAR is the aggregate sum of the Adjusted EBITDAR for each of the gaming entertainment properties included in our Las Vegas Locals, Downtown Las Vegas and Midwest & South segments and Adjusted EBITDAR related to the online operations in our Online segment.

Results for Downtown Las Vegas include the results of our Hawaii-based travel agency as our Downtown Las Vegas properties focus their marketing efforts on gaming customers from Hawaii.

EBITDAR is a commonly used measure of performance in our industry that we believe, when considered with measures calculated in accordance with GAAP, facilitates comparisons between us and our competitors and provides our investors a more complete understanding of our operating results before the impact of investing transactions, financing transactions and income taxes.

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Year Ended December 31, 2025

Reimbursements

(In thousands)

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Year Ended December 31, 2024 (1)

Reimbursements

(In thousands)

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Year Ended December 31, 2023 (1)

Reimbursements

(In thousands)

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$ 2,613,288 $ 288,417 $ 199,117 $ 94,203 $ 328,008 $ 76,921 $ 138,538 $ 3,738,492

( 1 ) Revenues for the years ended December 31, 2024 and 2023 have been recast to reflect the change made during 2025 to separate online reimbursements revenue from online revenue.

BOYD GAMING CORPORATION AND SUBSIDIARIES

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as of December 31, 2025 and 2024 and for the years ended December 31, 2025 , 2024 and 2023

The following table reconciles, for the periods indicated, our Reportable Segments and our Managed & Other category Adjusted EBITDAR to net income, as reported in our accompanying consolidated statements of operations:

The following table reconciles, for the periods indicated, our Reportable Segments and our Managed & Other category Adjusted EBITDAR to net income attributable to Boyd Gaming, as reported in our accompanying consolidated statements of operations:

Year Ended December 31,

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( 1,735,527 ) ( 10 ) 1,563

Total other expense, net

Total other (income) expense, net

( 1,581,265 ) 175,774 148,924

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1,838,902 577,952 620,023

Net loss attributable to noncontrolling interest

Net income attributable to Boyd Gaming

$ 1,843,273 $ 577,952 $ 620,023

For purposes of this presentation, corporate expense excludes its portion of share-based compensation expense.

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Boyd Percentage Ownership

Marianne Boyd Johnson, our Executive Chairman of the Board of Directors, together with her immediate family, beneficially owned approxima tely 27 % of our outstanding shares of common stock as of December 31, 2024 .

Marianne Boyd Johnson, our Chairman, together with her immediate family, beneficially owned approxima tely 30 % of our outstanding shares of common stock as of December 31, 2025 .

As such, the Boyd family has the ability to significantly influence our affairs, including the election of members of our Board of Directors and, except as otherwise provided by law, approving or disapproving other matters submitted to a vote of our stockholders, including a merger, consolidation or sale of assets.

For each of the years ended December 31, 2024 , 2023 and 2022 , there were no related party transactions between the Company and the Boyd family other than compensation, including salary and equity incentives.

For each of the years ended December 31, 2025 , 2024 and 2023 , there were no related party transactions between the Company and the Boyd family other than compensation, including salary and equity incentives, and Board of Director fees.

BOYD GAMING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

as of December 31, 2025 and 2024 and for the years ended December 31, 2025 , 2024 and 2023

SUBSEQUENT EVENTS

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During this period, up to the filing date, other than the following:

(i) an $ 0.18 per share cash dividend declared by the Board of Directors on February 20, 2025 and payable April 15, 2025 to shareholders of record on March 17, 2025 ;

and (ii) agreements related to our Norfolk, Virginia project, as discussed further below, we did not identify any additional subsequent events, the effects of which would require disclosure or adjustment to our financial position or results of operations.

Pursuant to the October 21, 2024, agreements between the Company and the Tribe, PITGA, and GEC, on February 14, 2025, the Company entered into agreements in furtherance of its previously disclosed intentions to develop and build the Norfolk Casino in cooperation with the Tribe, PITGA and GEC.

The agreements provide for the Company to serve as the exclusive developer and manager of the Norfolk Casino, which, pending receipt of final regulatory approvals, is expected to open a transitional casino facility in November 2025 and a full casino hotel resort in late 2027.

The Company anticipates incurring aggregate expenditures of approximately $ 750 million in connection with the Norfolk Casino project, as discussed in Part II, Item 7, Management ’ s Discussion and Analysis of Financial Condition and Results of Operations - Commitments .

(i) a $ 0.20 per share cash dividend declared by the Board of Directors on February 19, 2026 and payable April 15, 2026 to shareholders of record on March 16, 2026 ;

and (ii) entering into a new amended and restated credit agreement as discussed further below, we did not identify any additional subsequent events, the effects of which would require disclosure or adjustment to our financial position or results of operations.

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.

The New 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 New Revolving Credit Facility and New Term A Loan Facility in an aggregate amount up to the sum of (i) the greater of ( x ) $ 1,250.0 million and (y) 100 % of Consolidated EBITDA (as defined in the New Credit Agreement), (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 New Credit Agreement) to exceed 3.00 to 1.00 on a pro forma basis, in each case, subject to the satisfaction of certain conditions.

Pursuant to the terms of the New Credit Agreement (i) the loans under the New Term A Loan Facility will amortize in an annual amount equal to 5.00 % of the original principal amount thereof, commencing with the first full fiscal quarter ending after the earlier of ( x ) the date the New Term A Loans have been fully funded and (y) July 1, 2027, payable on a quarterly basis, and (ii) beginning with the fiscal year ending December 31, 2026, the Company will be required to use a portion of its annual excess cash flow to prepay loans outstanding under the New Credit Agreement if the Consolidated Total Net Leverage Ratio (as defined in the New Credit Agreement) exceeds certain thresholds set forth in the New Credit Agreement.

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

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

Such applicable margin is a percentage per annum determined in accordance with a specified pricing grid based on the Consolidated Total Net Leverage Ratio (as defined in the New Credit Agreement) and ranges from 1.25 % to 2.25 % (if using SOFR) and from 0.25 % to 1.25 % (if using the base rate).

A fee of a percentage per annum (which ranges from 0.20 % to 0.35 % determined in accordance with a specified pricing grid based on the Consolidated Total Net Leverage Ratio) will be payable on the unused portions of the New Revolving Credit Facility and the New Term A Loan Facility.

The rates based on SOFR will be determined based upon, at the Company’s option, (i) a forward-looking SOFR term rate administered by CME Group Benchmark Administration Limited or any successor administrator, and based on interest periods of one, three or six months or such other interest period that is twelve months or less subject to the consent of all applicable lenders and the administrative agent, or (ii) a daily SOFR rate published by the Federal Reserve Bank of New York.

The “base rate” under the New Credit Agreement is the highest of ( x ) Bank of America’s publicly announced prime rate, (y) the federal funds rate published by the Federal Reserve Bank of New York plus 0.50 %, or (z) the SOFR rate for a one -month interest period plus 1.00 %.

Amounts outstanding under the New 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.

The New Credit Agreement contains certain financial and other covenants, including, without limitation, various covenants (i) requiring the maintenance of a minimum consolidated interest coverage ratio on a quarterly basis, (ii) requiring the maintenance of a maximum Consolidated Total Net Leverage Ratio on a quarterly basis, (iii) imposing limitations on the incurrence of indebtedness and liens, (iv) imposing limitations on transfers, sales and other dispositions and (v) imposing restrictions on investments, dividends and certain other payments.

Subject to certain exceptions, the Company may be required to repay the amounts outstanding under the New Credit Agreement in connection with certain asset sales and issuances of certain additional non-permitted or refinancing indebtedness.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

1 unchanged sentence

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What changed 10-K

Item 8. Financial Statements and Supplementary Data