What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-04-30 compared with 2025-10-31 · 158 added, 244 removed, 357 unchanged (53% of the section changed)

4 unchanged sentences

We are a geographically diversified operator of 27 gaming entertainment properties.

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

Headquartered in Las Vegas, Nevada, we have gaming entertainment properties 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 and business-to-consumer online casino gaming business.

25 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)

6 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.

(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.

We also own a travel agency located in Hawaii.

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While we do provide casino credit and the ability to transfer digital funds from a player's cashless "BoydPay" wallet, subject to certain gaming regulations and jurisdictions, most of our customers wager with cash and pay for non-gaming services with cash or by credit card.

Until July 31, 2025, we also held a five percent equity ownership interest in FanDuel Group Parent, LLC ("FanDuel"), the nation's leading sports-betting operator.

On July 10, 2025, we entered into a definitive agreement with FanDuel and TSE Holdings Ltd., to sell our equity interest, terminate certain market access agreements and enter into certain new market access agreements.

The sale of our five percent equity interest in FanDuel closed on July 31, 2025 ("FanDuel Equity Sale"), and the Company received aggregate cash proceeds of $1,758.0 million.

See also Note 1 , Summary of Significant Accounting Policies.

Our industry is capital intensive, and we rely heavily on the ability of our operations to generate operating cash flow to fund maintenance capital expenditures, pay income taxes, repay debt financing and associated interest costs, repurchase our debt or equity securities, pay dividends, and provide excess cash for future development and to help fund acquisitions.

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We are also committed to a balanced capital allocation approach with our cash flows, with a current emphasis on investing in our business and returning capital to shareholders.

The aggregate cash proceeds from the FanDuel Equity Sale during the third quarter of 2025 were used primarily to repay outstanding borrowings under our Credit Facility.

Evaluating Acquisition and Growth Opportunities

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Maintaining Our Brand

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

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

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

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Boyd Rewards, among other benefits, rewards players for their loyalty by entitling them to qualify for promotions and monetary discounts, earn rewards toward gaming and nongaming activities and receive benefits such as vacations and luxury gifts.

Commitment to Corporate Social Responsibility ("CSR")

We seek to fulfill our commitment to CSR through four core pillars:

Environment, People, Communities and Corporate Governance.

We invest in the well-being of our communities and future generations through economic contributions and endeavor to reduce our carbon footprint, strive to be an employer of choice where every Team Member is treated with dignity and respect, and promote a culture of conducting business with the highest level of integrity.

Our Key Performance Indicators

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Three Months Ended

Nine Months Ended

September 30,

(In millions)

2 unchanged sentences

Total Revenues

Total revenues for the three months ended September 30, 2025 increased by $43.1 million, or 4.5% , compared to the prior year comparable period, primarily due to the following:

(i) an increase in online reimbursements revenue of $35.5 million, which relates to reimbursements of gaming taxes and other expenses paid on behalf of our online partners;

(ii) an increase in gaming revenues of $16.8 million, or 2.6%, driven by an increase in slot handle of 4.1% and slot win of 3.9%;

and offset by (iii) a decrease in online revenue of $11.3 million which was driven by a $20.5 million decrease in revenue related to our market access agreements primarily due to the termination of certain agreements and entry into certain new agreements at lower rates than those terminated, and offset by a $9.2 million increase in revenue from Boyd Interactive's operations, which was driven primarily by the acquisition of Resorts Digital Gaming, LLC ("Boyd Digital") on September 1, 2024.

Total revenues for the nine months ended September 30, 2025 increased by $140.6 million, or 4.9% , compared to the prior year comparable period, primarily due to the following:

(i) an increase in online reimbursements revenue of $79.5 million, which relates to reimbursements of gaming taxes and other expenses paid on behalf of our online partners;

(ii) an increase in gaming revenues of $42.0 million, or 2.2%, driven by an increase in slot handle of 3.1% and slot win of 2.7%;

(iii) an increase in online revenue of $11.3 million, primarily due to a $30.8 million increase in revenue from Boyd Interactive's operations, which was driven primarily by the acquisition of Boyd Digital on September 1, 2024, offset by a $19.6 million decrease in revenue from our market access agreements driven primarily by the termination of certain agreements and entry into certain new agreements, as noted above;

and (iv) an increase of $8.1 million related to the Sky River Casino management fee.

Total revenues for the three months ended March 31, 2026 increased by $5.8 million, or 0.6% , compared to the prior year comparable period, primarily due to the following:

(i) an increase in gaming revenues of $11.8 million, or 1.8%, driven by an increase in slot win of 2.6% and slot handle of 1.5%;

(ii) an increase in online reimbursements revenue of $5.8 million, which relates to reimbursements of gaming taxes and other expenses paid on behalf of our online partners;

and offset by (iii) a decrease in online revenue of $13.7 million, which was driven by a $15.1 million decrease in revenue from market access agreements with the termination of certain agreements starting in the third quarter of 2025 in connection with the FanDuel Equity Sale (as defined below) and in some instances, entry into new agreements at lower rates than those terminated.

Operating Income

Operating income decreased by $80.2 million, or 36.5% , for the three months ended September 30, 2025 , compared to the prior year comparable period, primarily due to a $65.1 million increase in impairment of assets over the prior year comparable period as the Company recorded long-lived asset impairment charges of $65.1 million during the three months ended September 30, 2025 related to property and equipment in the Las Vegas Locals and Midwest & South segments.

In addition, while total revenues grew $43.1 million, as noted above, $35.5 million is driven by an increase in online reimbursements revenue, which results in zero operating income as an equal amount is reimbursed to the Company for the amounts paid on behalf of our online partners that are recorded as expense.

Operating income was also unfavorably impacted by changes in our market access agreements, as discussed above, that drove a $20.5 million decrease in market access fee revenue.

Operating income decreased by $84.5 million, or 12.7% , for the nine months ended September 30, 2025 , compared to the prior year comparable period.

Operating income was unfavorably impacted by an $86.9 million increase in impairment of assets over the prior year comparable period as the Company recorded long-lived asset impairment charges of $97.4 million during the nine months ended September 30, 2025 related to property and equipment in the Las Vegas Locals and Midwest & South segments, compared to a $10.5 million impairment charge during the nine months ended September 30, 2024 related to a gaming license right in the Midwest & South segment.

While we experienced growth in gaming revenues during the nine months ended September 30, 2025, that growth was offset by the $19.6 million decrease in market access fee revenue, as discussed above.

In addition, the increase in online reimbursements revenue of $79.5 million resulted in zero operating income as an equal amount is also recorded as expense, as discussed above.

Net income increased $1,307.7

Operating income decreased by $35.9 million, or 18.0% , for the three months ended March 31, 2026 , compared to the prior year comparable period, primarily due to an increase in d epreciation and amortization expense of $26.8 million, which was driven by the completion of our meeting and convention space in the third quarter of 2025, opening of the transitional casino in Norfolk, Virginia in November 2025, investments in technology throughout 2025 and hotel room renovations at multiple properties during 2025 and into the first quarter of 2026.

In addition, project development, preopening and writedowns expense increased $21.8 million from the prior year comparable period.

During the three months ended March 31, 2026, the Company incurred $18.2 million of costs related to demolition and asset writedowns and $2.0 million of preopening costs.

Finally, operating income was unfavorably impacted by the $15.1 million decrease in revenue from our market access agreements, as discussed above.

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

Operating income was favorably impacted by a $32.3 million decrease in impairment of assets over the prior year as the Company recorded long-lived asset impairment charges of $32.3 million during the first quarter of 2025 related to property and equipment in the Las Vegas Locals segment.

Net income decreased $6.6

for the three months ended

September 30, 2025

, compared to the prior year comparable period, primarily due to the following:

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

offset by (ii) a $360.3 million increase in the income tax provision primarily driven by the FanDuel Equity Sale;

and offset by (iii) the $80.2 million decrease in operating income, as discussed above.

Net income in

creased $1,292.6 million

for the nine months ended September 30, 2025, compared to the prior year comparable period, primarily due to the following:

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

offset by (ii) a $358.7 million increase in the income tax provision primarily driven by the FanDuel Equity Sale;

and offset by (iii) the $84.5 million decrease in operating income, as discussed above.

March 31, 2026

, compared to the prior year comparable period, primarily due to the $35.9 million decrease in operating income, as discussed above, offset by a $20.0 million decrease in interest expense, which was driven by a $1.2 billion decrease in the weighted average outstanding debt balance combined with a 60-basis point decline in the weighted average interest rate.

The decline in the weighted average outstanding debt balance was due to the full repayment of the then outstanding balances under the Prior Credit Facility in the third quarter of 2025 totaling $1,680.9 million with the proceeds from our 5% equity sale in FanDuel ("FanDuel Equity Sale"), offset by $400.0 million Term A Loans under the Credit Facility (Prior Credit Facility, Term A Loans and Credit Facility are all as defined below in "Liquidity and Capital Resources - Indebtedness ") in the first quarter of 2026.

Net income was also favorably impacted by an $8.6 million decrease in the income tax provision driven by the decrease in operating income, as discussed above.

Operating Revenues

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64% of revenues for the

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

67% of revenues for the

three and nine months ended September 30, 2024, respectively.

three months ended March 31, 2026 and

2025, respectively.

Online reimbursements revenues, which include reimbursements received from our third-party operators for gaming taxes and other expenses we pay under market access arrangements, represent our next most significant revenue source, generating

of revenues for the three months ended

September 30, 2025

, respectively, and 13% and 11% of revenues for the

nine months ended September 30, 2025 and 2024

March 31, 2026

, respectively

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Three Months Ended

Nine Months Ended

September 30,

(In millions)

10 unchanged sentences

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

The increase in gaming revenues of $16.8 million, or 2.6% , during the three months ended September 30, 2025 , compared to the prior year comparable period, was primarily due to increases in slot handle of 4.1% and slot win of 3.9%.

Gaming revenues increased $42.0 million, or 2.2% , during the nine months ended September 30, 2025 , compared to the prior year comparable period, and was primarily due to increases in slot handle of 3.1% and slot win of 2.7%.

The increase in gaming revenues of $11.8 million, or 1.8% , during the three months ended March 31, 2026 , compared to the prior year comparable period, was primarily due to increases in slot win of 2.6% and slot handle of 1.5%.

Food & Beverage

Food & beverage revenues increased $2.8 million, or 3.9% , during the three months ended September 30, 2025 , compared to the prior year comparable period, primarily due to an increase in average guest check of 10.1%, offset by a 4.5% decrease in food covers.

Food & beverage margin for the three months ended September 30, 2025 , decreased to 10.7% from 13.8% for the prior year comparable period, primarily due to a 14.6% increase in cost per cover.

Food & beverage revenues increased $5.5 million, or 2.5% , during the nine months ended September 30, 2025 , compared to the prior year comparable period, primarily due to an increase in average guest check of 6.9%, offset by a 2.4% decrease in food covers.

Food & beverage margin for the nine months ended September 30, 2025 , decreased to 13.8% from 15.5% for the prior year comparable period, primarily due to a 9.3% increase in cost per cover.

Room revenues decreased $5.0 million, or 9.9% , during the three months ended September 30, 2025 , compared to the prior year comparable period, primarily due to declines in average daily rate and hotel occupancy rate of 3.5% and 2.4%, respectively.

Room margin for the three months ended September 30, 2025 , decreased to 56.9% from 60.8% for the prior year comparable period, primarily due to a 5.2% increase in cost per room.

Room revenues decreased $7.7 million, or 5.1% , during the nine months ended September 30, 2025 , compared to the prior year comparable period, primarily due to a decline in average daily rate of 3.0%.

Room margin for the nine months ended September 30, 2025 , declined to 59.8% from 62.0% for the prior year comparable period, primarily due to a 3.3% increase in cost per room.

Online reve nues decreased $11.3 million during the three months ended September 30, 2025 , compared to the prior year comparable period, driven by a $20.5 million decrease in revenue related to our market access agreements primarily due to the termination of certain agreements and entry into certain new agreements at lower rates than those terminated .

Offsetting this decline is a $9.2 million increase in revenue from Boyd Interactive's operations, which was driven primarily by the acquisition of Boyd Digital on September 1, 2024.

Online margins for the three months ended September 30, 2025, decreased to 33.8% from 68.8% for the prior year comparable period, due primarily to the changes in our market access agreements during the current year quarter.

Food & beverage revenues increased $1.6 million, or 2.2% , during the three months ended March 31, 2026 , compared to the prior year comparable period, primarily due to an increase in food covers of 10.7%, offset by an 8.4% decrease in average guest check.

Room revenues decreased $1.4 million, or 3.0% , during the three months ended March 31, 2026 , compared to the prior year comparable period, primarily due to a decline in average daily rate of 2.6% offset by a 1.9% increase in hotel occupancy rate.

Online reve nues decreased $13.7 million during the three months ended March 31, 2026 , compared to the prior year comparable period, driven by a $15.1 million decrease in revenue from market access agreements primarily due to the termination of certain agreements starting in the third quarter of 2025 in connection with the FanDuel Equity Sale and in some instances, entry into new agreements at lower rates than those terminated .

Online margins for the three months ended March 31, 2026, decreased to 32.7% from 59.0% for the prior year comparable period, due primarily to the changes in our market access agreements starting in the third quarter of 2025.

The fees we receive under our market access agreements generate high margin revenues as we incur minimal costs related to such agreements.

As such, the lower market access fees we now receive from the new agreements entered into during the third quarter of 2025 had an unfavorable impact on margins as compared to the prior year, and we expect these lower margins to continue.

Online revenues increased $11.3 million during the nine months ended September 30, 2025 , compared to the prior year comparable period, primarily driven by a $30.8 million increase in revenue from Boyd Interactive's operations, which was driven primarily by the acquisition of Boyd Digital on September 1, 2024 offset by a $19.6 million decrease in revenue related to our market access agreement changes, as discussed above.

Similar to the three months ended September 30, 2025, compared to the prior year comparable period, margins declined during the nine months ended September 30, 2025, compared to the prior year comparable period, due to the changes in the market access agreements in the third quarter of 2025 that resulted in lower market access fees, as discussed above.

As such, the lower market access fees we now receive from the new agreements entered into during the third quarter of 2025 had an unfavorable impact on online margins as compared to the prior year, and we expect these lower margins to continue.

Online reimbursements

Online reimbursements reven ues increased $35.5 million and $79.5 million during the three and nine months ended September 30, 2025 , respectively, as compared to the prior year comparable periods, and represent an increase in reimbursements of gaming taxes and other expenses paid on behalf of our online partners.

Online reimbursements reven ues increased $5.8 million during the three months ended March 31, 2026 , as compared to the prior year comparable period, and represent an increase in reimbursements of gaming taxes and other expenses paid on behalf of our online partners.

Management fee

Management fee revenues during the three months ended September 30, 2025 and 2024 of $23.7 million and $21.0 milli on, respectively, and during the nine months ended September 30, 2025 and 2024 of $72.6 million and $64.5 milli on, respectively, relate to our management agreement with Wilton Rancheria to manage the Sky River Casino in northern California.

Management fee revenues during the three months ended March 31, 2026 and 2025 of $26.2 million and $25.1 milli on, respectively, relate to our management agreement with Wilton Rancheria to manage the Sky River Casino in northern California.

Other revenues relate to patronage visits at the other amenities at our properties, including entertainment and nightclub revenues, retail sales, theater tickets and other venues.

Other revenues increased $1.5 million, or 4.1% , and $1.9 million, or 1.7% , during the three and nine months ended September 30, 2025 , respectively, as compared to the corresponding periods of the prior year.

Other revenues increased $0.6 million, or 1.7% , during the three months ended March 31, 2026 , respectively, as compared to the corresponding periods of the prior year.

Revenues and Adjusted EBITDAR by Reportable Segment

We determine profitability based on Adjusted Earnings Before Interest, Taxes, Depreciation, Amortization and Rent ("Adjusted EBITDAR"), which represents earnings before interest expense, interest income, income taxes, depreciation and amortization, deferred rent, master lease rent expense, other operating items, net, share-based compensation expense, project development, preopening and writedown expenses, impairments of assets, gain or loss on early extinguishments and modifications of debt, net income (loss) attributable to noncontrolling interest and other items, net, as applicable.

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

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

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Three Months Ended

Nine Months Ended

September 30,

(In millions)

16 unchanged sentences

, during the three months ended

September 30, 2025

March 31, 2026

, as compared to the prior year comparable period.

Room revenues declined $4.4 million over the prior year comparable period, primarily due to declines in hotel occupancy rate and average daily rate of 8.1% and 9.4%, respectively.

Offsetting the decline, was an increase in gaming revenues of $2.2 million, which was primarily due to increases in slot win of 3.0% and slot handle of 3.2%.

The current year quarter was impacted overall by softness in destination business with stronger play from our local customers.

Total revenues remained generally consistent at $662.7 million and $662.6 million during the nine months ended September 30, 2025 , as compared to the prior year comparable period.

Room revenues decreased $8.0 million primarily due to declines in hotel occupancy rate and average daily rate of 3.8% and 6.8%, respectively.

The reduction in average daily rate and hotel occupancy rate was driven primarily from the prior year benefiting from the Super Bowl held in Las Vegas during the first quarter of 2024 and the softness in destination business during the third quarter of 2025.

Offsetting this decline, was an increase in gaming revenues of $4.9 million primarily due to increases in slot win of 2.2% and slot handle of 1.9%.

Food & beverage revenues increased $2.4 million which was attributable to a 1.4% increase in food covers and 7.4% increase in average guest check.

Adjusted EBITDAR decreased by

three and nine months ended September 30, 2025

, respectively, as compared to the prior year comparable periods, due primarily to the revenue mix changes for the respective time periods discussed above, with higher margin room revenues decreasing from the prior year periods and lower margin food & beverage revenues increasing over the prior year periods.

Gaming revenues declined $2.7 million over the prior year comparable period, primarily due to decreases in table game hold of 9.9% and table game drop of 3.3%.

Room revenues declined $2.6 million over the prior year comparable period, primarily due to declines in average daily rate and hotel occupancy rate of 6.7% and 3.8%, respectively.

The current year quarter was impacted overall by continued softness in destination business that began in the third quarter of 2025 and construction disruption at Suncoast from our casino modernization project at the property as renovation work moved to the most popular part of our casino floor.

Adjusted EBITDAR decreased by $6.6 million, or 6.2% , during the three months ended March 31, 2026 , as compared to the prior year comparable period, due primarily to the revenue decline, as discussed above.

Downtown Las Vegas

Total revenues remained generally consistent at $53.2 million and $53.3 million during the three months ended September 30, 2025 and 2024, respectively.

Total revenues increased by $1.2 million, or 0.7% , during the nine months ended September 30, 2025 , as compared to the prior year comparable period, reflecting revenue increases in all departmental categories.

Room revenues increased by $0.4 million primarily due to an increase in the hotel occupancy rate of 2.3%.

Food & beverage revenue increased $0.4 million primarily due to an increase in average guest check of 4.7%.

Gaming revenue increased $0.3 million, primarily due to an increase in table game drop of 2.3%.

Total revenues decreased by $2.3 million, or 4.1%, during the three months ended March 31, 2026 , as compared to the prior year comparable period, primarily driven by a $2.4 million decrease in gaming revenues as the segment experienced declines in slot win of 5.2% and slot handle of 4.5%.

We continue to tailor our marketing programs in the Downtown Las Vegas segment to focus on the Hawaiian market.

The Hawaiian market represented approximately 54% and 55% of our occupied rooms in this segment during the nine months ended September 30, 2025 and 2024, respectively.

Hawaiian visitation increased 2.9% during the nine months ended September 30, 2025, compared to the prior year comparable period.

The Hawaiian market represented approximately 57% and 52% of our occupied rooms in this segment during the three months ended March 31, 2026 and 2025, respectively, with total Hawaiian room nights consistent year over year.

Adjusted EBITDAR decreased by

, and increased by

three and nine months ended September 30, 2025

, respectively, as compared to the prior year comparable periods.

While revenues were generally even with the prior year in the third quarter of 2025, Adjusted EBITDAR declined as a decline in higher margin room revenues was partially offset by an increase in lower margin food & beverage revenues.

three months ended March 31, 2026

, as compared to the prior year comparable period, due primarily to the gaming revenues decline, as discussed above.

Midwest & South

Total revenues increased by $16.5 million, or 3.1% , during the three months ended September 30, 2025 , as compared to the corresponding period of the prior year.

Gaming revenues increased $13.8 million which was attributable to increases in slot handle of 5.0% and slot win of 4.3% over the prior year comparable period.

Total revenues increased by $38.6 million, or 2.5% , during the nine months ended September 30, 2025 , as compared to the corresponding period of the prior year.

Gaming revenues increased $34.7 million which was attributable to increases in table game hold of 5.5%, slot handle of 4.0% and slot win of 3.1% over the prior year comparable period.

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

Adjusted EBITDA R increased by $4.7 million, or 2.4% , and $12.9 million, or 2.3%, during the three and nine months ended September 30, 2025 , respectively, as compared to the corresponding prior year periods, due primarily to the gaming revenues increase, as discussed above.

Online segment revenues increased $24.3 million during the three months ended September 30, 2025 , compared to the prior year comparable period, primarily driven by an increase of $35.5 million in reimbursements of gaming taxes and other expenses paid on behalf of our online partners and a $9.2 million increase in revenue from Boyd Interactive's operations, driven by the acquisition of Boyd Digital on September 1, 2024.

Offsetting these increases is a $20.5 million decrease in revenue related to our market access agreements primarily due to the termination of certain agreements and entry into certain new agreements.

Online segment revenues increased

Total revenues increased by $20.5 million, or 4.1% , during the three months ended March 31, 2026 , as compared to the corresponding period of the prior year, reflecting increases in all revenue categories.

Gaming revenues increased $16.8 million, which was attributable to increases in slot win of 4.2% and slot handle of 4.0% over the prior year comparable period.

Adjusted EBITDA R increased by $9.4 million, or 5.1% , during the three months ended March 31, 2026 , as compared to the corresponding prior year period, due primarily to the gaming revenues increase, as discussed above.

Online segment revenues decreased $7.9 million during the three months ended March 31, 2026 , compared to the prior year comparable period, primarily driven by a $15.1 million decrease in revenue from market access agreements primarily due to the termination of certain agreements and entry into certain new agreements, as discussed above.

Offsetting this decrease is a $5.8 million increase in reimbursements of gaming taxes and other expenses paid on behalf of our online partners and a $1.4 million increase in revenue from Boyd Interactive's operations.

Adjusted EBITDAR decreased

million during the

nine months ended September 30, 2025

, compared to the prior year comparable period, primarily driven by an increase of $79.5 million in reimbursements of gaming taxes and other expenses paid on behalf of our online partners and a $30.8 million increase in revenue from Boyd Interactive's operations, driven by the acquisition of Boyd Digital on September 1, 2024.

Offsetting these increases, is a $19.6 million decrease in revenue related to the market access agreement changes, as discussed above.

Adjusted EBITDAR decreased $16.6 million and $8.6 million during the three and nine months ended September 30, 2025 , respectively, as compared to the corresponding periods of the prior year.

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

As such, the Adjusted EBITDAR decrease for the three and nine months ended September 30, 2025, is driven primarily by the reduction in revenue under our market access agreements offset by growth in Boyd Interactive's operations driven by the acquisition of Boyd Digital on September 1, 2024, all as discussed above.

three months ended March 31, 2026

, as compared to the corresponding period of the prior year, and was

driven by the $15.1 million reduction in revenue from market access agreements as there are minimal costs related to such agreements.

Managed & Other

three and nine months ended September 30, 2025

three months ended March 31, 2026

, total revenues increased by

million, respectively, and Adjusted EBITDAR increased by

million, respectively, as compared to the corresponding periods of the prior year, primarily due to a $2.7 million and $8.1 million increase in Sky River Casino management fees for the

three and nine months ended September 30, 2025

, respectively, as compared to the corresponding prior year periods.

, and Adjusted EBITDAR increased by

, as compared to the corresponding period of the prior year, primarily due to a $1.1 million increase in Sky River Casino management fees for the

three months ended March 31, 2026

, as compared to the corresponding prior year period.

Other Operating Costs and Expenses

1 unchanged sentence

Three Months Ended

Nine Months Ended

September 30,

(In millions)

9 unchanged sentences

Selling, general and administrative expens

as a p ercentage of revenues, were

10.7% during the

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

as a p ercentage of revenues, remained consistent at

10.9% during the

nine months ended September 30, 2025 and 2024, respectively.

While we continue to focus on our disciplined operating model and targeted marketing approach, selling, general and administrative expense

s, as a percentage of revenues, were favorably impacted by the increase in online reimbursements revenues over the prior year comparable period.

Absent online reimbursements revenues, selling, general and administrative expenses, as a percentage of revenues, were consistent with prior year for both the three and nine month periods ended September 30, 2025 and 2024.

three months ended March 31, 2026 and 2025, respectively.

We continue to focus on our disciplined operating model and targeted marketing approach.

Master Lease Rent Expense

1 unchanged sentence

lease rent expense remained generally flat period over period at $28.6 million and $28.2 million during the

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

$85.2 million and

$83.2 million during the

nine months ended September 30, 2025 and 2024, respectively.

three months ended March 31, 2026 and 2025, respectively.

Maintenance and Utilities

2 unchanged sentences

3.7% during the

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

3.9% during the

nine months ended September 30, 2025 and 2024, respectively.

Similar to selling, general and administrative expenses, absent online reimbursements revenue, maintenance and utilities expenses

, as a percentage of revenues, were consistent with prior year for both the three and nine month periods ended September 30, 2025 and 2024.

three months ended March 31, 2026 and 2025, respectively.

Depreciation and Amortization

Depreciation and amortization expenses were $95.0 million and $68.2 million during the

three months ended September 30, 2025 and 2024

, respectively, and $212.0 million and $198.9 million during the

nine months ended September 30, 2025 and 2024

three months ended March 31, 2026 and 2025

, respectively.

The increase for the three months ended September 30, 2025 as compared to the prior year, is primarily attributable to hotel room renovations at multiple properties with the increase for the nine months ended September 30, 2025, as compared to the prior year, driven by the new land-based casino at Treasure Chest, which opened in June 2024 and hotel room renovations at multiple properties.

The increase for the three months ended March 31, 2026 as compared to the prior year, is primarily attributable to completion of our meeting and convention space in the third quarter of 2025, opening of the transitional casino in Norfolk, Virginia in November 2025, investments in technology throughout 2025 and hotel room renovations at multiple properties during 2025 and into the first quarter of 2026.

Corporate Expense

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of revenues during the

three months ended September 30, 2025 and 2024

, respectively, and 3.2% and 3.1% during the

nine months ended September 30, 2025 and 2024, respectively

The growth in corporate expense was driven primarily by a $0.9 million and $4.7 million increase in share-based compensation expense for the three and nine month periods ended September 30, 2025, respectively, as compared to the prior year periods.

three months ended March 31, 2026 and 2025

, respectively

The growth in corporate expense was driven primarily by the timing of charitable donations and one-time compensation costs

for the three months ended March 31, 2026, as compared to the prior year period.

Project Development, Preopening and Writedowns

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During the three months ended

September 30, 2025

, project development, preopening and writedowns included $3.9 million in preopening costs, primarily driven by our Norfolk, Virginia project.

March 31, 2026

, project development, preopening and writedowns included $18.2 million of costs incurred related to demolition and asset writedowns and $2.0 million in preopening costs.

During the three months ended

September 30, 2024

, the Company incurred $8.1 million in asset writedowns and $3.2 million in project development and preopening cost.

nine months ended September 30, 2025

, project development, preopening and writedowns included $6.5 million of preopening expenses and $1.2 million of asset writedowns offset by $2.5 million in insurance proceeds related to an asset disposition.

nine months ended September 30, 2024

, the Company incurred $10.1 million in project development and preopening costs, primarily related to the opening of the Treasure Chest land-based casino, $9.0 million in asset writedowns and $3.0 million in demolition costs.

March 31, 2025

, project development, preopening and writedowns were favorably impacted from $2.5 million in insurance proceeds related to an asset disposition and offset by $0.9 million related to preopening costs.

Impairment of Assets

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

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

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

During the three months ended March 31, 2026 , there were no asset impairment charges incurred.

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

Other Operating Items, net

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

Other Expenses

Other Expense (Income)

Interest Expense, net

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Three Months Ended

Nine Months Ended

September 30,

(In millions)

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

Interest expense, net of capitalized interest and interest income, for the three months ended September 30, 2025 , decreased $14.1 million, or 30.7% , from the prior year comparable period and is primarily driven by a decrease in the weighted average debt balance of $549.6 million and an approximate 50 basis point decrease in the weighted average interest rate.

Interest expense, net of capitalized interest and interest income, and the weighted average debt balance were favorably impacted during the third quarter 2025 as a result of the FanDuel Equity Sale and the use of the proceeds to repay outstanding borrowings and retire the Term A Loan under the Credit Facility.

Interest expense, net of capitalized interest and interest income, for the nine months ended September 30, 2025 , decreased $1.5 million, or 1.2% , from the prior year comparable period primarily due to an approximate 30 basis point decrease in the weighted average interest rate offset by an increase in the weighted average debt balance of $192.1 million.

Interest expense, net of capitalized interest and interest income, for the three months ended March 31, 2026 , decreased $21.0 million, or 44.2% , from the prior year comparable period and is primarily driven by a decrease in the weighted average debt balance of $1.2 billion and an approximate 60-basis point decrease in the weighted average interest rate.

Interest expense, net of capitalized interest and interest income, and the weighted average debt balance were favorably impacted by the retirement of $1,680.9 million of then outstanding debt under the Prior Credit Facility with the proceeds from the FanDuel Equity Sale in the third quarter of 2025, as discussed above.

Early Extinguishments and Modifications of Debt

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

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

Included within Other, net for the three and nine months ended September 30, 2025, is the gain from the FanDuel Equity Sale.

The effective tax rates during the nine months ended September 30, 2025 and 2024 were 22.3% and 24.0% , respectively.

Our tax rate for the nine months ended September 30, 2025 , was unfavorably impacted by state taxes, and nondeductible compensation, which were partially offset by excess tax benefits related to equity compensation and tax credits.

During the nine months ended September 30, 2025, there was a one-time discrete charge related to the FanDuel Equity Sale which reduced our effective tax rate given specific state taxes that apply to the gain.

Our tax rate for the nine months ended September 30, 2024 , was unfavorably impacted by state taxes, nondeductible expenses, including nondeductible compensation and employee benefit expenses, which were partially offset by excess tax benefits and tax credits, as a component of the provision for income taxes.

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.

See "Liquidity and Capital Resources - Indebtedness " for further discussion and definitions for Prior Credit Facility, Prior Credit Agreement, Revolving Credit Facility and Credit Agreement.

The effective tax rates during the three months ended March 31, 2026 and 2025 were 23.9% and 27.1% , respectively.

Our tax rate for the three months ended March 31, 2026 , was unfavorably impacted by state taxes, nondeductible compensation and company provided benefits, which were partially offset by excess tax benefits related to equity compensation and tax credits.

Our tax rate for the three months ended March 31, 2025 , was unfavorably impacted by state taxes, nondeductible compensation, including a one-time discrete charge which was partially offset by excess tax benefits related to equity compensation and tax credits.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted into law.

The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act.

Accounting Standards Codification 740, Income Taxes , requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted.

Certain provisions of the OBBBA such as the modification of limitation on business interest expense and the 100% bonus depreciation were included in our operating results for the nine months ended September 30, 2025.

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

Certain provisions of the OBBBA such as the modification of limitation on business interest expense, 100% bonus depreciation and disallowance of business-related meals were included in our operating results for the three months ended March 31, 2026.

Overall, these changes did not have a significant impact to our effective tax rate.

LIQUIDITY AND CAPITAL RESOURCES

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We generally operate with minimal or negative levels of working capital in order to minimize borrowings and related interest costs.

At September 30, 2025 and December 31, 2024, we had cash and cash equivalents of $319.1 million and $316.7 million, respectively.

In addition, we held restricted cash balances of $4.9 million and $4.7 million at September 30, 2025 and December 31, 2024, respectively.

Our working capital deficit at September 30, 2025 and December 31, 2024, wa s $467.8 million and $61.2 million, respectively.

The increase in our working capital deficit from December 31, 2024 to September 30, 2025 is driven by the income taxes on the FanDuel Equity Sale, which were not yet paid as of September 30, 2025.

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

At March 31, 2026 and December 31, 2025, we had cash and cash equivalents of $372.7 million and $353.4 million, respectively.

In addition, we held restricted cash balances of $5.6 million and $5.4 million at March 31, 2026 and December 31, 2025, respectively.

Our working capital deficit at March 31, 2026 and December 31, 2025, wa s $353.0 million and $448.5 million, respectively.

The decrease in our working capital deficit from December 31, 2025 to March 31, 2026 is driven by the payment of a portion of transferable federal energy tax credits purchased in 2025, as discussed in Note 1, Summary of Significant Accounting Policies .

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

See Indebtedness below for further detail regarding funds available through our Credit Facility.

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Cash Flows Summary

Nine Months Ended

September 30,

Three Months Ended

(In millions)

2 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

Net (payments) borrowings under credit facility

Net borrowings under credit facilities

Debt financing costs

Share-based compensation activities

1 unchanged sentence

Dividends paid

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

1 unchanged sentence

Cash Flows from Operating Activities

During the nine months ended September 30, 2025 and 2024 , we generated consistent operating cash flows of $701.4 million and $695.0 million, respectively.

During the three months ended March 31, 2026 and 2025 , we generated operating cash flows of $134.3 million and $256.4 million, respectively.

The decline is primarily attributable to a $73.8 million payment for transferable federal energy tax credits in the first quarter of 2026.

In addition to the transferable federal energy tax credit payment, cash from operating assets and liabilities changes decreased by $47.9 million.

This decrease is driven by the timing of payments received from market access fees and online tax reimbursements and a $30.0 million contingent obligation not paid as of March 31, 2025, that favorably impacted operating cash flows in the prior year period.

Cash Flows from Investing Activities

Our industry is capital intensive, and we use cash flows for acquisitions, facility expansions, investments in future development or business opportunities and maintenance capital expenditures.

During the nine months ended September 30, 2025 , we had net cash inflows provided by investing activities of $1,235.3 million comprised of the following:

(i) $1,758.0 million of cash proceeds received from the FanDuel Equity Sale;

offset by cash outflows of (ii) capital expenditures of $439.9 million, primarily related to our various guest room remodels, meeting and convention space renovations at Ameristar St.

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

(iii) cash paid for asset acquisitions of $41.7 million;

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

During the nine months ended September 30, 2024 , we incurred net cash outflows for investing activities of $320.5 million comprised of capital expenditures of $289.2 million, primarily related to our Treasure Chest land-based casino project, various guest room remodels, slot machines, IT equipment and building projects at various properties.

Investing cash outflow was also impacted by net cash paid of $28.8 million related to the acquisition of Resorts Digital.

During the three months ended March 31, 2026 , we had net cash outflows used in investing activities of $156.2 million comprised primarily of capital expenditures of $155.2 million, which related to our casino developments in Norfolk, Virginia and new Cadence Crossing casino, guestroom renovations, primarily at the Orleans, Suncoast casino modernization, slot machines, IT equipment and building projects at various properties.

During the three months ended March 31, 2025 , we incurred net cash outflows for investing activities of $250.4 million comprised of:

(i) capital expenditures of $169.9 million, primarily related to our various guest room remodels, meeting and convention space at Ameristar St.

Charles, slot machines, land, IT equipment and building projects at various properties;

(ii) cash paid for asset acquisitions of $41.4 million;

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

Cash Flows from Financing Activities

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

The net cash outflows from financing activities during the nine months ended September 30, 2025 are primarily driven by the net payments on the Credit Facility of $1,291.0 million.

During the third quarter of 2025, the Company repaid amounts outstanding under the Revolving Credit Facility, including the full retirement of the Term A Loan, with the proceeds from the FanDuel Equity Sale.

This repayment is offset by increased borrowings under the Credit Facility as we increased our share repurchase activity and capital expenditures by a combined total of $260.5 million over the nine months ended September 30, 2024.

The net cash outflows from financing activities during the nine months ended September 30, 2024 , primarily reflect share repurchases, incremental borrowings under our Credit Facility, share-based compensation and dividends paid.

The net cash inflows from financing activities during the three months ended March 31, 2026 are primarily driven by the net borrowings on the Credit Facility of $225.0 million.

In the first quarter of 2026, the Company entered into an Amended and Restated Credit Agreement, of which the Company borrowed $400.0 million under the Term A Loan Facility.

In addition, during the first quarter of 2026 the Company repaid amounts outstanding under the Prior Credit Facility and debt financing costs.

See ' Indebtedness ' below for further discussion.

This net borrowing is offset by share repurchase activity and dividends paid.

The net cash outflows from financing activities during the three months ended March 31, 2025 , was primarily driven by share repurchases and dividends paid.

During the first quarter of 2025, we increased borrowings under the Prior Credit Facility as we increased our share repurchase activity for the quarter, resulting in net borrowings under the Prior Credit Facility of $338.1 million driven by $328.0 million in share repurchases.

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

September 30,

(In millions)

Credit facility

Prior credit facility

4.750% senior notes due 2027

4.750% senior notes due 2031

Total long-term debt

Less current maturities

Long-term debt, net

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.

Amounts Outstanding

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

September 30,

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 millions)

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Total outstanding principal amounts

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

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

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

The blended interest rate for outstanding borrowings under the Credit Facility was 6.2% at both September 30, 2025 and December 31, 2024.

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.

The blended interest rate for outstanding borrowings at March 31, 2026 under the Credit Facility was 5.1% and at December 31, 2025 under the Prior Credit Facility was 5.3%.

Debt Service Requirements

Debt service requirements under the Credit Facility include monthly to quarterly interest payment obligations, depending on the rates we lock in, for the unused line interest payments and any outstanding borrowings under the Revolving Credit Facility, including the Swing Loan.

As of September 30, 2025, the Term A Loan under the Credit Facility was fully repaid.

Debt service requirements under our current outstanding senior notes consist of semi-annual interest payments (based upon a fixed annual interest rate of 4.750%) and principal repayments of our $1.0 billion aggregate principal amount of 4.750% Senior Notes due 2027 ("4.750% Senior Notes due 2027") and our $0.9 billion aggregate principal amount of 4.750% Senior Notes due 2031 ("4.750% Senior Notes due 2031").

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.

Additionally, under the Credit Facility, we have monthly to quarterly interest payment obligations, depending on the rates we lock in, for the Term A Loans, unused line interest payments and any outstanding borrowings under the Revolving Credit Facility, including the Swing Loan.

Debt service requirements under our current outstanding senior notes consist of semi-annual interest payments (based upon a fixed annual interest rate of 4.750%) and principal repayments of our 4.750% Senior Notes due 2027 and our $900.0 million aggregate principal amount of 4.750% Senior Notes due 2031 ("4.750% Senior Notes due 2031").

Covenant Compliance

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

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

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

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Guarantor Financial Information

In connection with the issuance of our 4.750% Senior Notes due 2027 and our 4.750% Senior Notes due 2031 (collectively, the "Guaranteed Notes" or "Senior Notes"), certain of the Company's wholly owned subsidiaries (the "Guarantors") provide guarantees under those indentures.

In connection with the issuance of our 4.750% Senior Notes due 2027 and our 4.750% Senior Notes due 2031 (collectively, the "Guaranteed Notes" or "Senior Notes"), certain of the Company's wholly owned subsidiaries (the "Senior Notes Guarantors") provide guarantees under those indentures.

These Guaranteed Notes are fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are 100% owned by us.

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

September 30,

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

(In millions)

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Noncurrent liabilities

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

Nine Months Ended

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

Three Months Ended

(In millions)

September 30, 2025

March 31, 2026

Operating income

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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, December 5, 2024 and July 17, 2025.

As of September 30, 2025, we were authorized to repurchase up to an additional $547.4 million in shares of our common stock under the Share Repurchase Program.

We repurchased 1.9 million shares and 3.5 million shares during the three months ended September 30, 2025 and 2024, respectively, and 7.8 million and 8.3 million shares during the nine months ended September 30, 2025 and 2024, respectively.

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, July 17, 2025 and April 8, 2026.

As of 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.

We repurchased 1.8 million shares and 4.5 million shares during the three months ended March 31, 2026 and 2025, respectively.

Subject to applicable laws, repurchases under the Share Repurchase Program may be made at such times and in such amounts as we deem appropriate.

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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

Other Items Affecting Liquidity

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

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

In addition, we expect to spend an additional $75 million in 2026 for hotel renovation projects, primarily at the Orleans.

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

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

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

Charles and construction of a new casino, Cadence Crossing.

This new 10,000 square foot casino featuring 450 slots and several restaurants will replace our Jokers Wild casino and will be built on the site that currently holds our Jokers Wild casino.

In 2026, we expect to spend an additional $50 million in growth projects, which includes completion of Cadence Crossing, which opened on March 25, 2026 and the design and pre-construction activities for the expansion, modernization and transformation of Par-A-Dice into a single-level entertainment facility, as approved by the regulators during the first quarter of 2026.

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

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

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

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

During the nine months ended September 30, 2025, the Company spent approximately $440 million of the total estimated $600 million of capital spend expected in 2025.

During the three months ended March 31, 2026, the Company spent approximately $155 million of the total estimated $650 million to $700 million of capital spend expected in 2026.

Other Opportunities

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

On 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

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our expectations regarding the expansion of sports betting and online wagering;

our expectation regarding future trends affecting the gaming industry and the impact of these trends on growth in our industry, future development opportunities and merger and acquisition activity in general;

our expectations regarding future trends affecting the gaming industry and the impact of these trends on growth in our industry, future development opportunities, and merger and acquisition activity in general;

our compliance with government regulations, including our ability to receive and maintain necessary approvals for our projects;

1 unchanged sentence

impacts caused by public health emergencies and man-made or natural disasters we may encounter;

indebtedness, including our ability to refinance or pay amounts outstanding under our credit agreement and our unsecured notes, when they become due and our compliance with related covenants, and our expectation that we will need to refinance all or a portion of our respective indebtedness at or before maturity;

our ability to incur additional indebtedness, our ability to refinance or pay amounts outstanding under our credit agreement and our unsecured notes when they become due, our compliance with related covenants, and our expectation that we will need to refinance all or a portion of our indebtedness at or before maturity;

our belief that all pending litigation claims, if adversely decided, will not have a material effect on our business, financial position, results of operations or cash flows;

6 unchanged sentences

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 2. Management’s Discussion and Analysis