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Item 9A. Controls and Procedures

2026-02-20 compared with 2025-02-21 · 31 added, 41 removed, 231 unchanged (24% of the section changed)

5 unchanged sentences

Based on the evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of the end of the period covered by this Report.

Material Weakness Remediation

As discussed in our 2023 Annual Report on Form 10-K as filed with the SEC on February 26, 2024, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2023, due to the identification of a material weakness in our internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

As of December 31, 2023, management identified a material weakness related to the preparation and independent review of journal entries, which resulted in a lack of segregation of duties over the preparation, review, and recording of journal entries.

The failure to maintain appropriate segregation of duties had a pervasive impact and consequently, this deficiency impacted control activities over all financial statement account balances, classes of transactions, and disclosures.

We are committed to maintaining a strong internal control environment.

With the oversight of senior management, subsequent to December 31, 2023, a plan to remediate the underlying cause of the material weakness and improve the operating effectiveness of internal control over financial reporting and our disclosure controls was developed and was implemented.

During the first quarter of 2024, we executed on all elements of our remediation plan as defined below and in our 2023 Annual Report on Form 10-K as filed with the SEC on February 26, 2024.

We continued to reinforce remediation efforts during 2024 and monitored operating effectiveness.

As of December 31, 2024, management concluded the material weakness was remediated.

Specifically, the following remediation efforts occurred to ensure there were appropriate levels of independent reviews of journal entries, in order to address proper segregation of duties, including:

Educating control owners to ensure that all design elements of the journal entry control are performed;

Implementing additional attestations within our existing quarterly self-assessment process that address and reinforce proper segregation of duties over journal entries;

Enhancing our monitoring control that verifies that journal entries have a separate preparer and independent reviewer.

We believe these actions have meaningfully strengthened our internal control over financial reporting.

Changes in Internal Control over Financial Reporting

Except for the remediation of the identified material weakness, there were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2024, that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we include a report of management's assessment of the design and effectiveness of our internal controls over financial reporting as part of this Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Our independent registered public accounting firm also reported on the effectiveness of our internal controls over financial reporting.

Management's report and the independent registered public accounting firm's attestation report are located below.

There has been no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

Management's Annual Report on Internal Control over Financial Reporting

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Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we evaluated the effectiveness of our internal control over financial reporting as of the end of the most recent fiscal year, December 31, 2025, utilizing the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in the Internal Control-Integrated Framework (2013).

Based on this evaluation, and the remediation discussed above, our Chief Executive Officer and Chief Financial Officer concluded that our internal control over financial reporting was effective as of December 31, 2024.

On September 1, 2024, Boyd Interactive Gaming, Inc., a wholly owned subsidiary of Boyd Gaming, completed the acquisition of Resorts Digital Gaming, LLC ("Resorts Digital") pursuant to a Membership Interest Purchase Agreement.

Accordingly, the acquired assets and liabilities of these entities are included in our consolidated balance sheet as of December 31, 2024, and the results of its operations and cash flows are reported in our consolidated statements of operations and cash flows for the year ended December 31, 2024, from the date of acquisition.

However, we have elected to exclude Resorts Digital from the scope of our annual report on internal control over financial reporting as of December 31, 2024.

The financial position of Resorts Digital represented approximately 2.2% of our total net assets and 0.6% of our total assets as of December 31, 2024, and its results of operations increased our total revenues by 0.3% and our net income by 0.3% during the year ended December 31, 2024.

Based on our evaluation under the framework set forth in Internal Control - Integrated Framework , as discussed above, our management concluded that our internal control over financial reporting was effective as of December 31, 2025, the end of our most recent fiscal year.

Deloitte & Touche LLP, an independent registered public accounting firm, has issued an attestation report on our internal control over financial reporting as of December 31, 2025, which report follows below.

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We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 20, 2026, expressed an unqualified opinion on those financial statements.

As described in Management's Annual Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Resorts Digital Gaming, LLC ("Resorts Digital") which was acquired on September 1, 2024, and whose financial statements constitute 2.2% of total net assets, 0.6% of total assets, 0.3% of revenues, and 0.3% of net income of the financial statement amounts as of and for the year ended December 31, 2024.

Accordingly, our audit did not include the internal control over financial reporting at Resorts Digital.

Basis for Opinion

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Chief Financial Officer and Treasurer (Principal Financial Officer)

Chief Operating Officer

General Counsel and Corporate Secretary

Uri Clinton 53 General Counsel and Corporate Secretary

Chief Administrative Officer

Steven Schutte 56 Executive Vice President of Operations

Ward Shaw 56 Executive Vice President of Operations

Chief Accounting Officer (Principal Accounting Officer) and Senior Vice President Financial Operations and Reporting

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He previously held several senior-level finance positions in the gaming industry, including Vice President and Treasurer for Caesars Entertainment and Vice President, Strategic Planning and Investor Relations for Harrah's Entertainment.

Bogich was appointed to Chief Operating Officer on December 14, 2023.

Prior to being appointed to this position, Mr.

Bogich served as Executive Vice President, Operations since January 13, 2016.

Bogich joined Boyd Gaming in 2004 as Vice President and General Manager of Sam’s Town Tunica, and was named Vice President and General Manager of Blue Chip Casino Hotel in Michigan City, Indiana, in 2007.

He was promoted to Senior Vice President, Operations in 2012.

Uri Clinton joined the Company as our General Counsel and Corporate Secretary effective March 2021.

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Clinton provided legal, regulatory, and strategic advice and counsel as part of the business development teams in the areas of hospitality, lodging and gaming.

With nearly 20 years of experience in the gaming industry, Mr.

Clinton has an extensive background in leading both law departments and property operations, having served as President and Chief Operating Officer of a major East Coast casino, as well as General Counsel for a gaming equipment supplier and international holding company.

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Thompson has served in numerous senior executive positions with Boyd Gaming since joining the Company in 1983, including Senior Vice President, Operations for Boyd Gaming’s Nevada region since 2004.

Steven Schutte was appointed the Company's Executive Vice President of Nevada Operations on December 1, 2024, having served previously as Senior Vice President of Operations since July 14, 2014.

In his current role, Mr.

Schutte oversees day-to-day operations for all of the Company's Nevada properties, as well as certain corporate functions.

Prior to joining the Company in 2014, he held several senior-level positions in the gaming industry, including Senior Vice President of Operations for Station Casinos.

Ward Shaw was appointed Executive Vice President of Midwest & South Operations on December 1, 2024, having previously served as Senior Vice President of Operations since October 2018.

In his current role, Mr.

Shaw oversees day-to-day operations for the Company’s properties in the Midwest & South segment, as well as certain corporate functions.

Prior to joining the company in 2018, he held senior-level positions with several major companies in the gaming industry over the course of his 29 -year career, including Pinnacle Entertainment and Harrah's Entertainment.

Nelson was appointed to Senior Vice President Financial Operations and Reporting on January 1, 2022 and additionally to Chief Accounting Officer on February 14, 2023 after serving in an interim capacity since March 31, 2022.

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Method of Filing

Equity Purchase Agreement, entered into on July 10, 2025, by and among FanDuel Group Parent, LLC, a Delaware limited liability company, TSE Holdings Ltd., and Boyd Interactive Gaming Holdings, L.L.C., a Nevada limited liability company

Incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on July 15, 2025.

Amended and Restated Articles of Incorporation of the Registrant.

Incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K, filed with the SEC on May 24, 2006.

Amended and Restated By-Laws of Boyd Gaming Corporation, effective February 13, 2020.

Amended and Restated By-Laws of Boyd Gaming Corporation

Incorporated by reference to Exhibit 3.2 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on February 27, 2020.

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Incorporated by reference to Exhibit 4.9 of the Registrant's Annual Report on Form 10-K filed with the SEC on February 26, 2024.

Second Supplemental Indenture governing the Company’s 4.750% Senior Notes due 2027, dated March 12, 2025, by and among the Company, the guarantors named therein and Wilmington Trust National Association, as trustee.

Incorporated by reference to Exhibit 4.1 of the Registrant's Quarterly Report on Form 10-Q filed with the SEC on May 2, 2025.

Second Supplemental Indenture governing the Company’s 4.750% Senior Notes due 2031, dated March 12, 2025, by and among the Company, the guarantors named therein and Wilmington Trust National Association, as trustee.

Incorporated by reference to Exhibit 4.2 of the Registrant's Quarterly Report on Form 10-Q filed with the SEC on May 2, 2025.

Description of Exhibit

1 unchanged sentence

Form of Indemnification Agreement

Filed electronically herewith

Incorporated by reference to Exhibit 10.1 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024.

Annual Incentive Plan

Incorporated by reference to Exhibit 10.29 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2002.

The Boyd Gaming Corporation Amended and Restated Deferred Compensation Plan for the Board of Directors and Key Employees

Boyd Gaming Corporation Amended and Restated Deferred Compensation Plan

Incorporated by reference to Exhibit 10.39 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.

1 unchanged sentence

Incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008.

Boyd Gaming Corporation's 2002 Stock Incentive Plan (as amended and restated on May 15, 2008)

Boyd Gaming Corporation 2002 Stock Incentive Plan (as amended and restated on May 15, 2008)

Incorporated by reference to Appendix A of the Registrant's Definitive Proxy Statement filed with the SEC on April 2, 2008.

3 unchanged sentences

Incorporated by reference to Exhibit 10.3 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.

Form of Award Agreement for Restricted Stock Units under the 2002 Stock Incentive Plans

Form of Award Agreement for Restricted Stock Units under the 2002 Stock Incentive Plan

Incorporated by reference to Exhibit 10.3 of the Registrant's Current Report on Form 8-K filed with the SEC on May 24, 2006.

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Incorporated by reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form 10-Q, for the quarter ended March 31, 2022 filed with the SEC on May 6, 2022.

Amended and Restated Credit Agreement, dated as of January 21, 2026, among the Company, the 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

Incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K, filed with the SEC on January 21, 2026.

Insider Trading Policy

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/s/ MARIANNE BOYD JOHNSON

Executive Chairman of the Board of Directors

February 20, 2 026

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February 20, 2 026

February 21, 2 025

Senior Vice President Financial Operations and Reporting and Chief Accounting Officer

Senior Vice President Financial Operations and Reporting and

Chief Accounting Officer

February 20, 2 026

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures