What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-04-30 compared with 2025-10-31 · 198 added, 347 removed, 928 unchanged (37% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

September 30,

(In thousands, except share data)

Current assets

Cash and cash equivalents

Cash and cash equivalents ($ 6,223 and $ 5,557 assets related to VIE)

$ 372,716 $ 353,413

Restricted cash

Accounts receivable, net

Accounts receivable, net ($ 121 and $ 141 assets related to VIE)

78,748 84,352

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

19,689 20,189

Prepaid expenses and other current assets

Prepaid expenses and other current assets ($ 4 and $ 0 assets related to VIE)

53,271 45,483

4 unchanged sentences

2,929,476 2,871,384

Operating lease right-of-use assets

Operating lease right-of-use assets ($ 2,748 and $ 2,809 assets related to VIE)

628,912 646,146

Other assets, net ($ 83,754 and $ 0 assets related to VIE)

Other assets, net

95,368 93,464

Intangible assets, net

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

1,471,209 1,474,991

4 unchanged sentences

Current liabilities

Accounts payable

Accounts payable ($ 332 and $ 255 liabilities related to VIE)

$ 137,499 $ 151,292

Current maturities of long-term debt

Accrued liabilities

Accrued liabilities ($ 2,065 and $ 1,932 liabilities related to VIE)

729,766 827,927

4 unchanged sentences

2,271,887 2,045,569

Operating lease liabilities, net of current portion

Operating lease liabilities, net of current portion ($ 1,323 and $ 1,388 liabilities related to VIE)

536,745 554,252

16 unchanged sentences

Noncontrolling interest

( 1,866 ) ( 617 )

Total stockholders' equity

6 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

(In thousands, except per share data)

20 unchanged sentences

Loss on early extinguishments and modifications of debt

Total other (income) expense, net

Total other expense, net

Income before income taxes

10 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

(In thousands)

36 unchanged sentences

— — 7,698 — — — 7,698

Transactions with noncontrolling interest

— — — — — 3,754 3,754

Balances, March 31, 2026

74,833,007 $ 748 $ — $ 2,537,356 $ ( 1,681 ) $ ( 1,866 ) $ 2,534,557

Net income (loss)

— — — 151,458 — ( 1,104 ) 150,354

Fair value adjustments to available-for-sale securities

— — — — ( 211 ) — ( 211 )

Foreign currency translation adjustments

— — — — 249 — 249

Release of restricted stock units, net of tax

146,363 2 ( 8 ) ( 35 ) — — ( 41 )

Release of performance stock units, net of tax

824 — — — — — —

Shares repurchased and retired

( 1,480,106 ) ( 16 ) ( 13,384 ) ( 92,547 ) — — ( 105,947 )

Dividends declared ($ 0.18 per share)

— — — ( 14,534 ) — — ( 14,534 )

Share-based compensation costs

— — 13,392 — — — 13,392

Balances, June 30, 2025

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

Net income (loss)

— — — 1,439,993 — ( 1,157 ) 1,438,836

Fair value adjustments to available-for-sale securities

— — — — 292 — 292

Foreign currency translation adjustments

— — — — ( 125 ) — ( 125 )

Release of restricted stock units, net of tax

454 — ( 16 ) ( 7 ) — — ( 23 )

Shares repurchased and retired

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

Dividends declared ($ 0.18 per share)

— — — ( 14,228 ) — — ( 14,228 )

Share-based compensation costs

— — 8,534 — — — 8,534

Balances, September 30, 2025

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

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

Boyd Gaming Corporation Stockholders' Equity

6 unchanged sentences

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

— — — 136,473 — — 136,473

Fair value adjustments to available-for-sale securities

— — — — 250 — 250

Foreign currency translation adjustments

— — — — ( 318 ) — ( 318 )

Release of restricted stock units, net of tax

85,597 1 ( 1,586 ) ( 2,049 ) — — ( 3,634 )

Release of performance stock units, net of tax

150,063 2 ( 119 ) ( 6,091 ) — — ( 6,208 )

Shares repurchased and retired

( 1,658,377 ) ( 17 ) ( 5,155 ) ( 101,133 ) — — ( 106,305 )

Dividends declared ($ 0.17 per share)

— — — ( 16,264 ) — — ( 16,264 )

Share-based compensation costs

— — 6,860 — — — 6,860

Balances, March 31, 2024

95,409,736 954 — 1,755,168 ( 1,166 ) — 1,754,956

Net income (loss)

— — — 111,419 — ( 537 ) 110,882

7 unchanged sentences

44,277 — ( 1,209 ) ( 397 ) — — ( 1,606 )

Shares repurchased and retired

( 3,143,995 ) ( 31 ) ( 10,635 ) ( 166,756 ) — — ( 177,422 )

Dividends declared ($ 0.17 per share)

— — — ( 15,736 ) — — ( 15,736 )

Share-based compensation costs

— — 10,365 — — — 10,365

Balances, June 30, 2024

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

— — — 131,128 — — 131,128

Fair value adjustments to available-for-sale securities

— — — — 504 — 504

Foreign currency translation adjustments

— — — — 159 — 159

Release of restricted stock units, net of tax

Release of performance stock units, net of tax

99,124 1 ( 222 ) ( 4,273 ) — — ( 4,494 )

5 unchanged sentences

— — 7,605 — — — 7,605

Balances, September 30, 2024

Transaction with noncontrolling interest

— — — — — 3,754 3,754

Balances, March 31, 2025

81,881,988 $ 819 $ — $ 1,350,309 $ ( 1,976 ) $ 3,217 $ 1,352,369

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

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

Nine Months Ended

September 30,

Three Months Ended

(In thousands)

8 unchanged sentences

Non-cash impairment of assets

Gain on sale of investment

Loss on early extinguishments and modifications of debt

11 unchanged sentences

Capital expenditures

Payments received on note receivable

Advances made under note receivable

Proceeds from sale of investment

Cash paid for asset acquisitions, net of cash received

Cash paid for asset acquisitions

Other investing activities

Net cash provided by (used in) investing activities

Net cash used in investing activities

Cash Flows from Financing Activities

Borrowings under credit facility

Payments under credit facility

Borrowings under credit facilities

Payments under credit facilities

Debt financing costs

Share-based compensation activities

2 unchanged sentences

Other financing activities

Net cash used in financing activities

Net cash provided by (used in) financing activities

Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash

4 unchanged sentences

Cash paid for interest, net of amounts capitalized

Cash received for interest

Cash paid for income taxes

Cash paid (received) for income taxes

Supplemental Schedule of Non-cash Investing and Financing Activities

7 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

as of March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 and 2025

______________________________________________________________________________________________________

2 unchanged sentences

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

We are a geographically diversified operator of 28 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.

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.

7 unchanged sentences

Recasted Condensed Consolidated Statements of Operations (Unaudited)

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

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

Starting in the third quarter of 2025, the Company separated 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 obligations 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.

1 unchanged sentence

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

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

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

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

Revenue and operating expense for the three months ended March 31, 2025 have been recast to conform to this presentation.

Consolidation of Subsidiaries and Variable Interest Entities

9 unchanged sentences

Although these balances may at times exceed the federal insured deposit limit, we believe such risk is mitigated by the quality of the institution holding such deposit.

The carrying values of these instruments approximate their fair values as such balances are generally available on demand.

The carrying values of these instruments approximate their fair values because balances are generally available on demand.

Restricted Cash

5 unchanged sentences

These restricted cash balances are held by high credit quality financial institutions.

The carrying values of these instruments approximate their fair values due to their short maturities.

The carrying values of these instruments approximate their fair values because of their short maturities.

The following table provides a reconciliation of cash, cash equivalents and restricted cash balances reported within the condensed consolidated balance sheets to the total balance shown in the condensed consolidated statements of cash flows.

September 30,

(In thousands)

7 unchanged sentences

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

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

as of March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 and 2025

______________________________________________________________________________________________________

38 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

(In thousands)

2 unchanged sentences

15,697 15,124

2,554 2,076 6,541 6,449

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

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

as of March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 and 2025

______________________________________________________________________________________________________

1 unchanged sentence

These gaming taxes are assessed based on our gaming revenues and are recorded in the condensed consolidated statements of operations as a gaming expense for gaming entertainment properties and online expense for Boyd Interactive operations.

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

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

Gaming taxes recorded as gaming expense totaled approximately $ 132.0 million and $ 127.1 million for the three months ended March 31, 2026 and 2025 , respectively.

Gaming taxes recorded as online expense, excluding taxes paid under online market access agreements (see Online Market Access Agreements below for further discussion), totaled $ 6.9 million and $ 5.4 million for the three months ended March 31, 2026 and 2025 , respectively.

Income taxes are recorded under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

19 unchanged sentences

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

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

Collaborative Arrangements - FanDuel

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

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

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

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

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

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

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

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

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

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

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

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

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

As of March 31, 2026 , there were no changes to our unrecognized tax benefits to date.

Pursuant to provisions under the Inflation Reduction Act of 2022, the Company enters into agreements to purchase transferable federal energy tax credits at a discount to face value.

The discount associated with these tax credits is recognized as an income tax benefit recorded proportionately in the same period that the tax credits are used.

The Company paid $ 73.8 million in the first quarter of 2026 related to transferable federal energy tax credits purchased in 2025.

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

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

as of March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 and 2025

______________________________________________________________________________________________________

Online Market Access Agreements

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

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

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 operators in Illinois, Indiana, Iowa, Kansas, Louisiana, Missouri (beginning in December 2025) and Pennsylvania as well as online casinos in Pennsylvania.

In addition, we offered online sports wagering under market access agreements in Ohio through June 30, 2025.

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

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

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

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

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

Currency Translation

The Company translates the financial statements of its foreign subsidiary that are not denominated in U.S.

The Company has foreign subsidiaries related to its Boyd Interactive operations.

The Company translates the financial statements of these foreign subsidiaries that are not denominated in U.S.

Balance sheet accounts are translated at the exchange rate in effect at each balance sheet date.

6 unchanged sentences

Actual results could differ from these estimates.

Recently Issued Accounting Pronouncements

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

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

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

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

Recently Adopted Accounting Pronouncements

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.

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

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

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

The Company adopted Update 2025 - 05 in first quarter 2026, and the impact of the adoption to the condensed consolidated financial statements was not material.

Recently Issued Accounting Pronouncements

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

2 unchanged sentences

Property and equipment, net consists of the following:

September 30,

(In thousands)

16 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

(In thousands)

3 unchanged sentences

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

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

as of March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 and 2025

______________________________________________________________________________________________________

During the nine months ended September 30, 2025 , as a result of our first quarter 2025 impairment review, the Company recorded a long-lived asset impairment charge of $ 32.3 million for property and equipment related to our Las Vegas Locals segment.

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

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

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

There were no impairments of our property and equipment long-lived assets during the nine months ended September 30, 2024 .

During the three months ended March 31, 2025 , as a result of our first quarter 2025 impairment review, the Company recorded a long-lived asset impairment charge of $ 32.3 million for property and equipment related to our Las Vegas Locals segment.

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

This noncash impairment charge is recorded in impairment of assets on the condensed consolidated statement of operations.

There were no impairments of our property and equipment long-lived assets during the three months ended March 31, 2026 .

GOODWILL AND INTANGIBLE ASSETS, NET

Intangible assets, net consist of the following:

September 30, 2025

March 31, 2026

Effect of Foreign

21 unchanged sentences

1,691,735 ( 33,960 ) ( 286,249 ) — 1,371,526

Balances, September 30, 2025

Balances, March 31, 2026

$ 1,866,504 $ ( 108,817 ) $ ( 286,249 ) $ ( 229 ) $ 1,471,209

27 unchanged sentences

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

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

as of March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 and 2025

______________________________________________________________________________________________________

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

The following table presents the future amortization expense for our amortizing intangible assets as of March 31, 2026 :

(In thousands)

7 unchanged sentences

For the year ending

2025 (excluding nine months ended September 30, 2025)

2026 (excluding three months ended March 31, 2026)

$ 495 $ 2,901 $ 2,289 $ 4,121 $ 2,914 $ 812 $ 169 $ 13,701

6 unchanged sentences

$ 2,255 $ 27,711 $ 10,305 $ 31,363 $ 14,606 $ 9,299 $ 4,144 $ 99,683

During the nine months ended September 30, 2024 , as a result of our first quarter 2024 impairment review, the Company recorded an impairment charge of $ 10.5 million for a gaming license right related to our Midwest & South segment.

This noncash impairment charge is recorded in impairment of assets on the condensed consolidated statement of operations.

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

Goodwill consists of the following:

September 30, 2025

March 31, 2026

(In thousands)

9 unchanged sentences

30,529 — ( 30,529 ) — —

Balances, September 30, 2025

Balances, March 31, 2026

$ 1,372,099 $ ( 6,134 ) $ ( 408,078 ) $ 59 $ 957,946

15 unchanged sentences

Accrued liabilities consist of the following:

September 30,

(In thousands)

15 unchanged sentences

$ 729,766 $ 827,927

Included in Other as of March 31, 2026 and December 31, 2025 is $ 293.6 million and $ 371.3 million, respectively, of 2025 renewable energy investment tax credits purchased from third parties.

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

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

as of March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 and 2025

______________________________________________________________________________________________________

1 unchanged sentence

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

September 30, 2025

September 30,

March 31, 2026

(In thousands)

9 unchanged sentences

(In thousands)

Credit facility

Prior credit facility

5.318 % $ 160,700 $ ( 3,820 ) $ 156,880

3 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

$ 2,060,700 $ ( 15,131 ) $ 2,045,569

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

September 30,

Bank Credit Facility

Credit Agreement

On January 21, 2026 ( the "Closing Date"), the Company entered into an Amended and Restated Credit Agreement (the "Credit Agreement") among the Company, certain direct and indirect subsidiaries of the Company as guarantors (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.

The Credit Agreement amended and restated the Credit Agreement dated as of March 2, 2022 ( "Prior Credit Agreement"), among the Company, certain direct and indirect subsidiaries of the Company as 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 Credit Agreement provides for (i) a $ 1,450.0 million senior secured revolving credit facility (the "Revolving Credit Facility") and (ii) a $ 1,200.0 million senior secured term A loan delayed draw facility (the "Term A Loan Facility", and the loans thereunder, the "Term A Loans", and the Term A Loan Facility collectively with the Revolving Credit Facility, the "Credit Facility").

The Revolving Credit Facility and the Term A Loan Facility mature on the fifth anniversary of the Closing Date ("Maturity Date") or earlier upon the occurrence or non-occurrence of certain events, including a springing maturity on September 1, 2027 ( "Springing Maturity Date") if the $ 1.0 billion aggregate principal amount of 4.750 % Senior Notes due 2027 ( "4.750% Senior Notes due 2027" ) have not been refinanced with a maturity date that is 91 days after the Maturity Date.

The Company may use availability under the Revolving Credit Facility and the Term A Loan Facility to refinance the 4.750 % Senior Notes due 2027 to satisfy the 4.750 % Senior Notes due 2027 refinance requirements prior to the Springing Maturity Date and upon doing so, the Springing Maturity Date is no longer applicable and the Credit Facility maturity reverts to the Maturity Date.

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

As of March 31, 2026, the Company has made one borrowing totaling $ 400.0 million under the Term A Loan Facility.

Proceeds from the Credit Agreement were used to refinance all outstanding obligations under the Prior Credit Agreement, including amounts outstanding under the then existing $ 1,450.0 million senior secured revolving credit facility ("Prior Credit Facility") and to fund transaction costs in connection with the Credit Agreement and may be used for working capital and other general corporate purposes.

The outstanding principal amounts under the Credit Facility as of March 31, 2026 and under the Prior Credit Agreement as of December 31, 2025 are comprised of the following:

(In thousands)

3 unchanged sentences

$ 400,000 $ 160,700

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

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

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

With a total revolving credit commitment of $ 1,450.0 million available under the Revolving Credit Facility, no borrowings outstanding on the Swing Loan, and $ 14.2 million allocated to support various letters of credit, there was a remaining contractual availability under the Revolving Credit Facility of $ 1,435.8 million as of March 31, 2026 .

In addition, with only $ 400.0 million drawn on the Term A Loan Facility, the Company had $ 800.0 million of availability under the Term A Loan Facility as of March 31, 2026, and together with the Revolving Credit Facility, there was remaining contractual availability under the Credit Facility of $ 2,235.8 million as of March 31, 2026 .

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 and 2025

______________________________________________________________________________________________________

Interest and Fees

The interest rate on the outstanding balance from time to time of the Revolving Credit Facility and the Term A Loan Facility is based on, 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 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 Revolving Credit Facility and the Term A Loan Facility.

The rates based on SOFR will be determined based on, 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 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 %.

Optional and Mandatory Prepayments

Pursuant to the terms of the Credit Agreement (i) the loans under the 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 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 Credit Agreement if the Consolidated Total Net Leverage Ratio (as defined in the Credit Agreement) exceeds certain thresholds set forth in the Credit Agreement.

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.

Guarantees and Collateral

The Company’s obligations under the Credit Agreement, subject to certain exceptions, are guaranteed by certain of the Company’s subsidiaries and are secured by the capital stock of certain subsidiaries.

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 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 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 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

The 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 Credit Agreement in connection with certain asset sales and issuances of certain additional non-permitted or refinancing indebtedness.

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.

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

Early Extinguishments and Modifications of Debt

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

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

In accordance with authoritative accounting guidance for debt extinguishments and debt modifications, we accounted for the retirement of the Prior Credit Facility as a modification of debt.

As the borrowing capacity of the Revolving Credit Facility under the Credit Agreement equals or exceeds that under the Prior Credit Agreement and the lenders under the Credit Agreement are substantially similar to the lenders under the Prior Credit Agreement, we accounted for the Prior Credit Facility termination as a modification of debt and $ 3.3 million of unamortized deferred finance charges related to the Prior Credit Agreement were added to the $ 15.1 million of deferred finance charges incurred under the Credit Agreement and are being amortized over the term of the Credit Agreement.

The remaining $ 0.4 million of unamortized deferred finance charges corresponding to the percentage of lenders under the Prior Credit Agreement that did not continue to participate under the Credit Agreement is included in loss on early extinguishments and modifications of debt for the three months ended March 31, 2026.

There was no loss on early extinguishments and modifications of debt for the three months ended March 31, 2025.

Covenant Compliance

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

As of March 31, 2026 , we were in compliance with the financial covenants of our debt instruments.

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

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

as of March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 and 2025

______________________________________________________________________________________________________

2 unchanged sentences

2012, the Company entered into a management agreement with Wilton Rancheria.

The management agreement provides for us to manage the gaming facility upon opening for a period of

The management agreement provides for us to manage Sky River Casino upon its opening on

August 15, 2022 for a period of

seven years and receive a monthly management fee for our services based on the monthly performance of the gaming facility.

2 unchanged sentences

$ 25.1 million for our management services for the

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

$ 72.6 million and

$ 64.5 million for the

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

three months ended March 31, 2026 and 2025 , respectively, is paid monthly and recorded in management fee revenue on the condensed consolidated statements of operations.

Master Lease Agreements

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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.

Norfolk Agreements

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

Pursuant to the

October 21, 2024, agreements between the Company and the Tribe, PITGA, and GEC, on

February 14, 2025, the Norfolk Casino land was purchased and 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 has

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 expected to open in

2025, and the full casino resort expected to open in late

2027, both pending receipt of final regulatory approvals.

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.

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The Company anticipates incurring aggregate expenditures in connection with the Norfolk Casino project of approximately

$ 750.0 million.

$ 750.0 million with an estimated

$ 300.0 million expected to be incurred in

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

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

as of March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 and 2025

______________________________________________________________________________________________________

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

March 31, 2026 , there have been

no material changes to our commitments described under Note

3 unchanged sentences

February 20, 2026.

April 1, 2026, the Company acquired Design Works Studios, LLC ("DWS"), an online game content development company.

DWS was acquired to support the Company's Boyd Interactive operations for approximately

$ 53.4 million, inclusive of

$ 5.0 million of contingent consideration and subject to customary working capital adjustments within

90 days of the acquisition date.

Contingencies

10 unchanged sentences

June 1, 2022,

December 5, 2024 and

July 17, 2025.

September 30, 2025 ,

$ 547.4 million remains available under the Share Repurchase Program.

December 5, 2024,

July 17, 2025 and

April 8, 2026.

March 31, 2026 , and prior to the additional authorization on

April 8, 2026, we were authorized to repurchase up to an additional

$ 207.1 million in shares of our common stock under the Share Repurchase Program.

Under the Share Repurchase Program, the Company

8 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

(In thousands, except per share data)

Shares repurchased (2)

1,904 3,461 7,837 8,264

Total cost, including brokerage fees (3)

2 unchanged sentences

$ 83.94 $ 73.66

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

These amounts exclude repurchases, if any, traded but not yet settled on or before September 30, 2025 and 2024 , respectively.

( 1 ) Shares repurchased reflect repurchases settled during the three months ended March 31, 2026 and 2025 .

These amounts exclude repurchases, if any, traded but not yet settled on or before March 31, 2026 and 2025 , respectively.

( 2 ) All shares repurchased have been retired and constitute authorized but unissued shares.

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

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

as of March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 and 2025

______________________________________________________________________________________________________

8 unchanged sentences

April 15, 2025

June 15, 2024

July 15, 2024

August 20, 2024

September 15, 2024

October 15, 2024

December 4, 2025

4 unchanged sentences

April 15, 2026

June 16, 2025

July 15, 2025

August 12, 2025

September 15, 2025

October 15, 2025

Share-Based Compensation

3 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

(In thousands)

$ 266 $ 254 $ 791 $ 778

Food & beverage

51 49 151 149

Selling, general and administrative

1,348 1,295 4,021 3,958

Corporate expense

6,845 5,920 24,496 19,810

Total share-based compensation expense

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We periodically review our estimates of performance against the defined criteria to assess the expected payout of each outstanding PSU grant and adjust our stock compensation expense accordingly.

The PSU grants awarded in first quarter 2022 and third quarter 2021 fully vested during the first quarter of 2025 and 2024, respectively.

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

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

The PSU grants awarded in first quarter 2023 and 2022 fully vested during the first quarter of 2026 and 2025, respectively.

Common shares under the 2023 and 2022 grants were issued based on determination by the Compensation Committee of the Board of Directors ("Compensation Committee") of our actual achievement of Adjusted EBITDAR (as defined in Note 9, Segment Information ), Adjusted EBITDAR margin and return on invested capital for the three -year performance period from January 1, 2023 to December 31, 2025 and January 1, 2022 to December 31, 2024, respectively.

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.

1 unchanged sentence

Of the 169,656 shares issued, a total of 62,021 were surrendered by the participants for payroll taxes, resulting in a net issuance of 107,635 shares due to the vesting of the 2023 grant.

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

The actual achievement level under the award metrics approximated the estimated performance as of the year-end 2025;

therefore, the vesting of the PSUs did not impact compensation costs in our 2026 condensed consolidated statement of operations.

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

The PSU grant awarded in February 2022 resulted in a total of 147,970 shares being issued during the first quarter of 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 approximated the estimated performance as of the year-end 2023;

therefore, the vesting of the PSUs had minimal impact to compensation costs of $ 0.8 million in our 2024 condensed consolidated statement of operations.

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

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

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

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

as of March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 and 2025

______________________________________________________________________________________________________

Unamortized Stock Compensation Expense and Recognition Period

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

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

As of March 31, 2026 , there was approximately $ 24.3 million, $ 10.1 million and $ 1.6 million of total unrecognized share-based compensation costs related to unvested RSUs, PSUs and career shares, respectively.

As of March 31, 2026 , the unrecognized share-based compensation costs related to our RSUs, PSUs and career shares are expected to be recognized over approximately 1.3 years, 2.6 years and 3.0 years, respectively.

FAIR VALUE MEASUREMENTS

12 unchanged sentences

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

September 30, 2025

March 31, 2026

(In thousands)

14 unchanged sentences

Cash and Cash Equivalents and Restricted Cash

The fair values of our cash and cash equivalents and restricted cash, classified in the fair value hierarchy as Level 1, are based on statements received from our banks as of September 30, 2025 and December 31, 2024 .

The fair values of our cash and cash equivalents and restricted cash, classified in the fair value hierarchy as Level 1, are based on statements received from our banks as of March 31, 2026 and December 31, 2025 .

Investment Available for Sale

2 unchanged sentences

As such, the fair value of this investment is classified as Level 3 in the fair value hierarchy.

The estimate of the fair value of such investment was determined using a combination of current market rates and estimates of market conditions for instruments with similar terms, maturities and degrees of risk and a discounted cash flows analysis as of September 30, 2025 and December 31, 2024 .

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

The fair value of the instrument is estimated using a discounted cash flows approach and the significant unobservable input used in the valuation at March 31, 2026 and December 31, 2025 is a discount rate of 12.7 % and 12.6 %, respectively.

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

At both September 30, 2025 and December 31, 2024 , $ 0.8 million of the carrying value of the investment available for sale is included as a current asset in prepaid expenses and other current assets, and at September 30, 2025 and December 31, 2024 , $ 11.7 million and $ 11.8 million, respectively, is included in other assets, net on the condensed consolidated balance sheets.

The discount associated with this investment of $ 1.7 million and $ 1.8 million as of September 30, 2025 and December 31, 2024 , respectively, is netted with the investment balance and is being accreted over the life of the investment using the effective interest method.

At March 31, 2026 and December 31, 2025 , $ 0.9 million and $ 0.8 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 March 31, 2026 and December 31, 2025 , $ 11.8 million and $ 11.5 million, respectively, is included in other assets, net on the condensed consolidated balance sheets.

The discount associated with this investment of $ 1.6 million as of both March 31, 2026 and December 31, 2025 , is netted with the investment balance and is being accreted over the life of the investment using the effective interest method.

The accretion of such discount is included in interest income on the condensed consolidated statements of operations.

1 unchanged sentence

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

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

as of March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 and 2025

______________________________________________________________________________________________________

1 unchanged sentence

Three Months Ended

Nine Months Ended

September 30,

(In thousands)

3 unchanged sentences

Included in interest income

44 43 134 132

Included in other comprehensive income (loss)

387 664 652 473

Purchases, sales, issuances and settlements:

— — ( 785 ) ( 730 )

Balance at end of reporting period

$ 12,678 $ 13,142

We are exposed to valuation risk on our Level 3 financial instrument.

We are exposed to valuation risk on our Level 3 financial instruments.

We estimate our risk exposure using a sensitivity analysis of potential changes in the significant unobservable inputs of our fair value measurements.

Our Level 3 financial instrument is most susceptible to valuation risk caused by changes in the discount rate.

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 and long-lived assets, classified in the fair value hierarchy as Level 3, is utilized in performing the Company's impairment analyses.

Our Level 3 financial instruments are most susceptible to valuation risk caused by changes in the discount rate.

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 investment available for sale fair value measurements to change significantly.

The fair value of indefinite-lived intangible assets, long-lived assets and operating right-of-use assets, classified in the fair value hierarchy as Level 3, is utilized in performing the Company's impairment analyses (see Note 2, Property and Equipment, Net ).

Assets acquired and contingent liabilities assumed as part of an asset acquisition, along with noncontrolling interest, are recorded at fair value upon acquisition and all are classified in the fair value hierarchy as Level 3, other than cash or restricted cash acquired, which are classified as Level 1.

1 unchanged sentence

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

September 30, 2025

March 31, 2026

Outstanding Carrying Estimated Fair Value

7 unchanged sentences

(In thousands)

Note receivable

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

Obligation under assessment arrangements

1 unchanged sentence

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

September 30, 2025

March 31, 2026

Outstanding Carrying Estimated Fair Value

10 unchanged sentences

(In thousands)

Credit facility

Prior credit facility

$ 160,700 $ 156,880 $ 160,700 Level 2

3 unchanged sentences

900,000 892,585 877,500 Level 1

6 6 6 Level 3

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

1 unchanged sentence

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

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

as of March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 and 2025

______________________________________________________________________________________________________

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

The estimated fair value of our Credit Facility is based on a relative value analysis performed on or about September 30, 2025 and December 31, 2024 .

The estimated fair values of our senior notes are based on quoted market prices as of September 30, 2025 and December 31, 2024 .

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

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

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

The estimated fair value of our Credit Facility and Prior Credit Facility is based on a relative value analysis performed on or about March 31, 2026 and December 31, 2025 , respectively.

The estimated fair values of our senior notes are based on quoted market prices as of March 31, 2026 and December 31, 2025 .

There were no transfers between Level 1, Level 2 and Level 3 measurements during the three months ended March 31, 2026 and 2025 .

SEGMENT INFORMATION

24 unchanged sentences

North Las Vegas, Nevada

Cadence Crossing (2)

Henderson, Nevada

31 unchanged sentences

Biloxi, Mississippi

Sam's Town Hotel and Gambling Hall Tunica ( 3 )

Tunica, Mississippi

Ameristar Casino * Hotel Kansas City (4)

1 unchanged sentence

Ameristar Casino * Resort * Spa St.

Charles ( 2 )

Charles, Missouri

3 unchanged sentences

King of Prussia, Pennsylvania

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

Property remains closed since it was closed on March 18, 2020, in compliance with orders issued by state officials as precautionary measures intended to slow the spread of the COVID- 19 virus.

The Interim Gaming Hall (6)

Norfolk, Virginia

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

During the first quarter of 2026, the property was imploded and sitework to clear and restore the land is underway.

( 2 ) Cadence Crossing opened on March 25, 2026 and replaced the Jokers Wild casino.

Demolition activities at Jokers Wild began during the first quarter of 2026.

( 3 ) Sam's Town Hotel and Gambling Hall Tunica ("Sam's Town Tunica"), which was located in Tunica, Mississippi was permanently closed on November 9, 2025.

Property results for Sam's Town Tunica for the three months ended March 31, 2025 were included in the Midwest & South segment.

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

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

Results of Operations - Total Reportable Segment Revenues and Adjusted EBITDAR

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 writedown expenses, impairments of assets, other operating items, net, gain or loss on early extinguishments and modifications of debt, net income (loss) attributable to noncontrolling 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.

( 5 ) The Company entered into an agreement to sell the property in February 2026.

The sale is expected to take place in the third quarter of 2026.

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

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

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

as of March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 and 2025

______________________________________________________________________________________________________

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 expense, impairment of assets, other operating items, net, gain or loss on early extinguishments and modifications of debt, net income (loss) attributable to noncontrolling interest, other items, net and master lease rent expense, as applicable ("Adjusted EBITDAR").

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.

1 unchanged sentence

The following tables set forth, for the periods indicated, departmental revenues for our Reportable Segments and our Managed & Other category to reconcile to total revenues:

Three Months Ended September 30, 2025

Reimbursements

(In thousands)

Las Vegas Locals

$ 157,839 $ 21,130 $ 17,315 $ — $ — $ — $ 14,558 $ 210,842

Downtown Las Vegas

33,704 10,754 6,017 — — — 2,749 53,224

Midwest & South

454,639 43,686 21,912 — — — 18,615 538,852

— — — 26,893 138,704 — — 165,597

Managed & Other

11,189 — — — — 23,697 960 35,846

Total Revenues

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

Three Months Ended September 30, 2024 (1)

Reimbursements

(In thousands)

Las Vegas Locals

$ 155,683 $ 20,545 $ 21,749 $ — $ — $ — $ 13,884 $ 211,861

Downtown Las Vegas

33,586 10,622 6,309 — — — 2,783 53,300

Midwest & South

440,823 41,561 22,168 — — — 17,848 522,400

— — — 38,146 103,166 — — 141,312

Managed & Other

10,436 — — — — 21,030 907 32,373

Total Revenues

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

Nine Months Ended September 30, 2025 (1)

Three Months Ended March 31, 2026

Reimbursements

11 unchanged sentences

$ 650,501 $ 75,770 $ 45,947 $ 26,248 $ 135,447 $ 26,221 $ 37,221 $ 997,355

Nine Months Ended September 30, 2024 (1)

Three Months Ended March 31, 2025 (1)

Reimbursements

11 unchanged sentences

$ 638,693 $ 74,158 $ 47,388 $ 39,967 $ 129,606 $ 25,146 $ 36,607 $ 991,565

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

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

( 1 ) Revenues for the three months ended March 31, 2025 have been recast to reflect the change made during the third quarter of 2025 to separate online reimbursements revenue from online revenue.

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

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

as of March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 and 2025

______________________________________________________________________________________________________

1 unchanged sentence

Three Months Ended

Nine Months Ended

September 30,

(In thousands)

6 unchanged sentences

192,641 183,222

9,424 26,005 54,974 63,538

Managed & Other

6 unchanged sentences

Deferred rent

147 162 441 486

Master lease rent expense

3 unchanged sentences

Share-based compensation expense

8,534 7,540 29,531 24,765

Project development, preopening and writedowns

1 unchanged sentence

Impairment of assets

65,123 — 97,395 10,500

Other operating items, net

1,892 ( 906 ) 5,399 4,947

Total other operating costs and expenses

8 unchanged sentences

Loss on early extinguishments and modifications of debt

1,446 — 1,446 —

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

Total other (income) expense, net

Total other expense, net

26,984 47,736

5 unchanged sentences

Net loss attributable to noncontrolling interest

1,157 — 2,798 —

Net income attributable to Boyd Gaming

4 unchanged sentences

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

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

as of March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 and 2025

______________________________________________________________________________________________________

11 unchanged sentences

(In thousands)

Three Months Ended September 30, 2025

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

Other segment expenses (1)

118,714 37,106 337,249 156,173 9,577 658,819

Corporate expense

— — — — — 23,777

Adjusted EBITDAR

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

Three Months Ended September 30, 2024

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

Other segment expenses (1)

115,447 36,789 325,533 115,307 9,844 602,920

Corporate expense

— — — — — 21,694

Adjusted EBITDAR

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

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

$ 217,104 $ 54,938 $ 525,093 $ 161,695 $ 38,525 $ 997,355

5 unchanged sentences

$ 99,962 $ 18,900 $ 192,641 $ 8,356 $ 28,416 $ 317,415

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

$ 222,799 $ 57,287 $ 504,587 $ 169,573 $ 37,319 $ 991,565

8 unchanged sentences

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

September 30,

(In thousands)

12 unchanged sentences

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

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

as of March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 and 2025

______________________________________________________________________________________________________

SUBSEQUENT EVENTS

We have evaluated all events or transactions that occurred after September 30, 2025 .

We have evaluated all events or transactions that occurred after March 31, 2026 .

During this period, up to the filing date, we did not identify any subsequent events, the effects of which would require disclosure or adjustment to our financial position or results of operations.

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

What changed 10-Q

Item 1. Financial Statements