What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-07-30 compared with 2026-04-30 · 273 added, 108 removed, 1018 unchanged (27% of the section changed)

66 unchanged sentences

Three Months Ended

Six Months Ended

(In thousands, except per share data)

$ 683,289 $ 671,455 $ 1,333,790 $ 1,310,148

Food & beverage

77,702 78,167 153,472 152,325

50,413 51,453 96,360 98,841

31,825 39,139 58,073 79,107

Online reimbursements

126,357 133,912 261,804 263,517

Management fee

28,481 23,775 54,702 48,921

36,319 36,097 73,540 72,704

Total revenues

1,034,386 1,033,998 2,031,741 2,025,563

Operating costs and expenses

267,630 259,554 522,479 505,677

Food & beverage

66,980 65,633 131,895 128,970

19,801 19,492 38,973 38,489

20,992 16,183 38,662 32,608

Online reimbursements

126,357 133,912 261,804 263,517

12,467 12,149 25,672 24,940

Selling, general and administrative

110,882 110,065 220,867 217,911

Master lease rent expense

28,856 28,442 57,440 56,602

Maintenance and utilities

38,515 37,322 74,258 74,047

Depreciation and amortization

91,101 69,985 186,090 138,208

Corporate expense

33,243 35,365 70,027 65,316

Project development, preopening and writedowns

15,356 2,764 35,624 1,242

Impairment of assets

Other operating items, net

1,508 762 3,260 3,507

Total operating costs and expenses

833,688 791,628 1,667,051 1,583,306

Operating income

200,698 242,370 364,690 442,257

Other expense (income)

Interest income

( 1,282 ) ( 1,263 ) ( 3,147 ) ( 2,071 )

Interest expense, net of amounts capitalized

31,423 50,569 59,874 99,006

Loss on early extinguishments and modifications of debt

( 3 ) ( 48 ) 4 59

Total other expense, net

30,138 49,258 57,122 96,994

Income before income taxes

170,560 193,112 307,568 345,263

Income tax provision

( 40,637 ) ( 42,758 ) ( 73,352 ) ( 84,027 )

129,923 150,354 234,216 261,236

Net loss attributable to noncontrolling interest

1,311 1,104 2,560 1,641

Net income attributable to Boyd Gaming

$ 131,234 $ 151,458 $ 236,776 $ 262,877

Basic net income per common share

$ 1.75 $ 1.84 $ 3.12 $ 3.14

Weighted average basic shares outstanding

74,817 82,289 75,787 83,696

Diluted net income per common share

$ 1.75 $ 1.84 $ 3.12 $ 3.14

Weighted average diluted shares outstanding

74,817 82,303 75,791 83,712

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

2 unchanged sentences

Three Months Ended

Six Months Ended

(In thousands)

$ 129,923 $ 150,354 $ 234,216 $ 261,236

Other comprehensive income (loss), net of tax:

Fair value adjustments to available-for-sale securities

( 230 ) ( 211 ) ( 112 ) 200

Foreign currency translation adjustments

( 276 ) 249 ( 525 ) 264

Comprehensive income

129,417 150,392 233,579 261,700

Amounts attributable to noncontrolling interest:

Net loss attributable to noncontrolling interest

1,311 1,104 2,560 1,641

Comprehensive loss attributable to noncontrolling interest

1,311 1,104 2,560 1,641

Comprehensive income attributable to Boyd Gaming

$ 130,728 $ 151,496 $ 236,139 $ 263,341

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

29 unchanged sentences

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

Net income (loss)

— — — 131,234 — ( 1,311 ) 129,923

Fair value adjustments to available-for-sale securities

— — — — ( 230 ) — ( 230 )

Foreign currency translation adjustments

— — — — ( 276 ) — ( 276 )

Release of restricted stock units, net of tax

124,089 1 ( 3,024 ) ( 3,112 ) — — ( 6,135 )

Release of performance stock units, net of tax

23,476 — ( 1,344 ) — — — ( 1,344 )

Shares repurchased and retired

( 1,866,253 ) ( 18 ) ( 8,449 ) ( 148,904 ) — — ( 157,371 )

Dividends declared ($ 0.20 per share)

— — — ( 14,597 ) — — ( 14,597 )

Share-based compensation costs

— — 12,817 — — — 12,817

Balances, June 30, 2026

73,114,319 $ 731 $ — $ 2,501,977 $ ( 2,187 ) $ ( 3,177 ) $ 2,497,344

Boyd Gaming Corporation Stockholders' Equity

28 unchanged sentences

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

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

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

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

Three Months Ended

Six Months Ended

(In thousands)

22 unchanged sentences

Advances made under note receivable

Cash paid for asset acquisitions

Cash paid for acquisitions, net of cash received

Cash paid for gaming license right

Other investing activities

15 unchanged sentences

Cash paid for interest, net of amounts capitalized

Cash paid (received) for income taxes

Cash paid for income taxes

Supplemental Schedule of Non-cash Investing and Financing Activities

1 unchanged sentence

Dividends declared not yet paid

Asset acquisition in exchange for contingent consideration

Assets acquired in exchange for contingent consideration

Derecognition of right-of-use operating lease asset

3 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

as of June 30, 2026 and December 31, 2025 and for the three and six months ended June 30, 2026 and 2025

______________________________________________________________________________________________________

18 unchanged sentences

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

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

The disaggregation of online reimbursements revenue from online revenue and online reimbursements expense from online expense did not impact the Company's total revenues, net income or earnings per share as previously reported for the three months ended March 31, 2025.

Revenue and operating expense for the three and six months ended June 30, 2025 have been recast to conform to this presentation.

Consolidation of Subsidiaries and Variable Interest Entities

5 unchanged sentences

All intercompany accounts and transactions have been eliminated in consolidation.

The Company follows the acquisition method of accounting pursuant to Financial Accounting Standards Board ("FASB") ASC Topic 805.

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

On April 1, 2026, Boyd Interactive Gaming, Inc., a wholly owned subsidiary of the Company, completed its acquisition of Design Works Studios, LLC ("Design Works") pursuant to a Membership Interest Purchase Agreement entered into on September 8, 2025.

Total purchase consideration was $ 53.3 million, consisting of gross cash consideration of $ 48.3 million (with $ 1.5 million of cash acquired, for total cash paid for acquisitions, net of cash received of $ 46.8 million) and a $ 5.0 million contingent liability.

The contingent liability is payable within one year in cash and is based on the achievement of certain performance factors.

Design Works is an online games software development business based in Arizona that supplies innovative game content to the regulated online real money gaming and social gaming markets.

This acquisition enhances our online casino capabilities and reduces reliance on third parties for game content for our platform.

The purchase price allocation resulted in the recognition of $ 32.1 million of goodwill, $ 12.2 million of B2B relationships and $ 9.7 million of developed technology, along with other miscellaneous operating assets and liabilities resulting in $ 0.7 million of net liabilities.

The B2B relationships and developed technology are amortizing intangible assets included in intangible assets, net within our condensed consolidated balance sheet as of June 30, 2026 and have been assigned useful lives of six and five years, respectively.

The acquired company is aggregated into, and the recognized goodwill is assigned to, our Online segment (see Note 9, Segment Information ).

The pro-forma revenue and earnings from the acquisition, assuming all impacts as if it had been completed on January 1, 2026, are not material through June 30, 2026.

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of June 30, 2026 and December 31, 2025 and for the three and six months ended June 30, 2026 and 2025

______________________________________________________________________________________________________

Cash and Cash Equivalents

19 unchanged sentences

$ 328,795 $ 358,767 $ 326,013 $ 321,364

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

______________________________________________________________________________________________________

Management determines if a contract is or contains a lease at inception or modification of a contract.

33 unchanged sentences

See Note 4, Accrued Liabilities , for the balance related to outstanding chips.

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of June 30, 2026 and December 31, 2025 and for the three and six months ended June 30, 2026 and 2025

______________________________________________________________________________________________________

The retail value of hotel accommodations, food & beverage, and other services furnished to guests without charge is recorded as departmental revenues.

2 unchanged sentences

Three Months Ended

Six Months Ended

(In thousands)

2 unchanged sentences

16,589 16,165 32,286 31,289

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

2,331 2,181 4,472 3,987

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 $ 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.

Gaming taxes recorded as gaming expense totaled $ 139.9 million and $ 135.1 million for the three months ended June 30, 2026 and 2025 , respectively, and were $ 271.9 million and $ 262.2 million for the six months ended June 30, 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 $ 7.6 million and $ 5.5 million for the three months ended June 30, 2026 and 2025 , respectively, and $ 14.5 million and $ 10.9 million for the six months ended June 30, 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 March 31, 2026 , there were no changes to our unrecognized tax benefits to date.

As of June 30, 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 March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 and 2025

______________________________________________________________________________________________________

The Company paid $ 341.0 million during the six months ended June 30, 2026 related to transferable federal energy tax credits purchased in 2025.

Online Market Access Agreements

1 unchanged sentence

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.

Under our online market access agreements, we receive a revenue share from the third -party operators 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.

2 unchanged sentences

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

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of June 30, 2026 and December 31, 2025 and for the three and six months ended June 30, 2026 and 2025

______________________________________________________________________________________________________

Currency Translation

3 unchanged sentences

Income statement accounts are translated at the average rate of exchange prevailing during the period.

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

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

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

5 unchanged sentences

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

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.

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

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

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

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

Recently Issued Accounting Pronouncements

21 unchanged sentences

Three Months Ended

Six Months Ended

(In thousands)

1 unchanged sentence

$ 85,478 $ 65,563 $ 175,813 $ 129,366

During the six months ended June 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.

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 six months ended June 30, 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

as of June 30, 2026 and December 31, 2025 and for the three and six months ended June 30, 2026 and 2025

______________________________________________________________________________________________________

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:

March 31, 2026

June 30, 2026

Effect of Foreign

21 unchanged sentences

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

Balances, March 31, 2026

Balances, June 30, 2026

$ 1,890,120 $ ( 114,433 ) $ ( 286,249 ) $ ( 413 ) $ 1,489,025

27 unchanged sentences

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

as of June 30, 2026 and December 31, 2025 and for the three and six months ended June 30, 2026 and 2025

______________________________________________________________________________________________________

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

The following table presents the future amortization expense for our amortizing intangible assets as of June 30, 2026 :

(In thousands)

7 unchanged sentences

For the year ending

2026 (excluding three months ended March 31, 2026)

2026 (excluding six months ended June 30, 2026)

$ 331 $ 1,934 $ 1,526 $ 3,760 $ 2,915 $ 541 $ 112 $ 11,119

7 unchanged sentences

Goodwill consists of the following:

March 31, 2026

June 30, 2026

(In thousands)

9 unchanged sentences

30,529 — ( 30,529 ) — —

Balances, March 31, 2026

Balances, June 30, 2026

$ 1,404,249 $ ( 6,134 ) $ ( 408,078 ) $ 21 $ 990,058

32 unchanged sentences

$ 475,979 $ 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.

Included in Other as of June 30, 2026 and December 31, 2025 is $ 23.4 million and $ 371.3 million, respectively, of 2025 transferable federal energy tax credits purchased from third parties.

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

as of June 30, 2026 and December 31, 2025 and for the three and six months ended June 30, 2026 and 2025

______________________________________________________________________________________________________

1 unchanged sentence

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

March 31, 2026

June 30, 2026

(In thousands)

25 unchanged sentences

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:

As of June 30, 2026, the Company has made one borrowing totaling $ 400.0 million under the Term A Loan Facility.

Proceeds from the Credit Agreement on the Closing Date 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.

Additional borrowings under the Credit Agreement after the Closing Date may be used for working capital and other general corporate purposes.

The outstanding principal amounts under the Credit Facility as of June 30, 2026 and under the Prior Credit Agreement as of December 31, 2025 are comprised of the following:

(In thousands)

1 unchanged sentence

$ 315,000 $ 135,000

26,100 25,700

Total outstanding principal amounts

$ 741,100 $ 160,700

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 .

With a total revolving credit commitment of $ 1,450.0 million available under the Revolving Credit Facility, $ 315.0 million and $ 26.1 million outstanding on the Revolving Credit Facility and the Swing Loan, respectively, and $ 14.2 million allocated to support various letters of credit, there was a remaining contractual availability under the Revolving Credit Facility of $ 1,094.7 million as of June 30, 2026 .

In addition, with $ 400.0 million drawn on the Term A Loan Facility, the Company had $ 800.0 million of contractual availability under the Term A Loan Facility as of June 30, 2026 , and together with the Revolving Credit Facility, there was remaining contractual availability under the Credit Facility of $ 1,894.7 million as of June 30, 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

as of June 30, 2026 and December 31, 2025 and for the three and six months ended June 30, 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.

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 secured overnight financing rate ("SOFR") administered by the Federal Reserve Bank of New York, or (ii) the base rate, in each case, plus an applicable margin.

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 rates based on SOFR will be determined based on, at the Company’s option, either (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 %.

12 unchanged sentences

Early Extinguishments and Modifications of Debt

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.

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 in accordance with authoritative accounting guidance for debt extinguishments and debt modifications.

As a result, $ 3.3 million of unamortized deferred finance charges related to the Prior Credit Agreement were added to the $ 16.1 million of deferred finance charges incurred under the Credit Agreement and are being amortized over the term of the Credit Agreement.

There was no loss on early extinguishments and modifications of debt for the six months ended June 30, 2025 .

Covenant Compliance

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

As of June 30, 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 March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 and 2025

as of June 30, 2026 and December 31, 2025 and for the three and six months ended June 30, 2026 and 2025

______________________________________________________________________________________________________

8 unchanged sentences

$ 23.8 million for our management services for the

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.

three months ended June 30, 2026 and 2025 , respectively, and

$ 54.7 million and

$ 48.9 million for the

six months ended June 30, 2026 and 2025 , respectively, is paid monthly and recorded in management fee revenue on the condensed consolidated statements of operations.

Master Lease Agreements

12 unchanged sentences

April 30, 2031.

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

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

first renewal term.

The monthly lease payment during the initial term, as well as the

first renewal term, consists of the sum of:

(i) the building base rent, (ii) the land base rent, and (iii) the percentage rent, each as defined in the Master Leases.

Norfolk Agreements

12 unchanged sentences

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

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

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

June 1, 2026.

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

The Company had this power and these rights and obligations upon entry into the related agreements on

February 14, 2025, and such power, rights and obligations did

not change upon exercising its exclusive option to purchase a percentage of membership interests of GEC.

The Company does

3 unchanged sentences

$ 300.0 million expected to be incurred in

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

______________________________________________________________________________________________________

March 31, 2026 , there have been

June 30, 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

3 unchanged sentences

not have a material effect on our business, financial position, results of operations or cash flows.

BOYD GAMING CORPORATION AND SUBSIDIARIES

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

as of June 30, 2026 and December 31, 2025 and for the three and six months ended June 30, 2026 and 2025

______________________________________________________________________________________________________

STOCKHOLDERS' EQUITY AND STOCK INCENTIVE PLANS

8 unchanged sentences

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

June 30, 2026 , we were authorized to repurchase up to an additional

$ 551.1 million in shares of our common stock under the Share Repurchase Program.

9 unchanged sentences

Three Months Ended

Six Months Ended

(In thousands, except per share data)

Shares repurchased (2)

1,866 1,480 3,713 5,933

Total cost, including brokerage fees (3)

2 unchanged sentences

$ 83.60 $ 70.94 $ 83.77 $ 72.98

( 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.

( 1 ) Shares repurchased reflect repurchases settled during the three and six months ended June 30, 2026 and 2025 .

These amounts exclude repurchases, if any, traded but not yet settled on or before June 30, 2026 and 2025 , respectively.

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

4 unchanged sentences

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

as of June 30, 2026 and December 31, 2025 and for the three and six months ended June 30, 2026 and 2025

______________________________________________________________________________________________________

8 unchanged sentences

April 15, 2025

June 16, 2025

July 15, 2025

December 4, 2025

4 unchanged sentences

April 15, 2026

June 15, 2026

July 15, 2026

Share-Based Compensation

3 unchanged sentences

Three Months Ended

Six Months Ended

(In thousands)

$ 386 $ 297 $ 665 $ 525

Food & beverage

74 56 127 100

Selling, general and administrative

1,962 1,512 3,379 2,673

Corporate expense

10,360 11,500 16,284 17,651

Total share-based compensation expense

28 unchanged sentences

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

as of June 30, 2026 and December 31, 2025 and for the three and six months ended June 30, 2026 and 2025

______________________________________________________________________________________________________

Unamortized Stock Compensation Expense and Recognition Period

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.

As of June 30, 2026 , there was approximately $ 17.2 million, $ 6.2 million and $ 1.5 million of total unrecognized share-based compensation costs related to unvested RSUs, PSUs and career shares, respectively.

As of June 30, 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, 2.3 years and 2.9 years, respectively.

FAIR VALUE MEASUREMENTS

12 unchanged sentences

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

March 31, 2026

June 30, 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 March 31, 2026 and December 31, 2025 .

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 June 30, 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 March 31, 2026 and December 31, 2025 .

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.

The fair value of the instrument is estimated using a discounted cash flows approach and the significant unobservable input used in the valuation at June 30, 2026 and December 31, 2025 is a discount rate of 12.9 % 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 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.

At June 30, 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 June 30, 2026 and December 31, 2025 , $ 10.7 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 $ 1.5 million and $ 1.6 million as of June 30, 2026 and December 31, 2025 , respectively, 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 March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 and 2025

as of June 30, 2026 and December 31, 2025 and for the three and six months ended June 30, 2026 and 2025

______________________________________________________________________________________________________

1 unchanged sentence

Three Months Ended

Six Months Ended

(In thousands)

4 unchanged sentences

Included in other comprehensive income (loss)

( 305 ) ( 279 ) ( 20 ) 265

Purchases, sales, issuances and settlements:

( 845 ) ( 785 ) ( 845 ) ( 785 )

Balance at end of reporting period

5 unchanged sentences

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.

Assets acquired and contingent liabilities assumed as part of an asset acquisition, along with noncontrolling interests, 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.

Balances Disclosed at Fair Value

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

March 31, 2026

June 30, 2026

Outstanding Carrying Estimated Fair Value

12 unchanged sentences

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

March 31, 2026

June 30, 2026

Outstanding Carrying Estimated Fair Value

19 unchanged sentences

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

as of June 30, 2026 and December 31, 2025 and for the three and six months ended June 30, 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 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 .

The estimated fair value of our Credit Facility and Prior Credit Facility is based on a relative value analysis performed on or about June 30, 2026 and December 31, 2025 , respectively.

The estimated fair values of our senior notes are based on quoted market prices as of June 30, 2026 and December 31, 2025 .

There were no transfers between Level 1, Level 2 and Level 3 measurements during the six months ended June 30, 2026 and 2025 .

SEGMENT INFORMATION

61 unchanged sentences

Ameristar Casino * Resort * Spa St.

Charles ( 4 )

Charles, Missouri

10 unchanged sentences

( 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.

Property results for Sam's Town Tunica for the three and six months ended June 30, 2025 were included in the Midwest & South segment.

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

1 unchanged sentence

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.

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

The full casino resort is expected to open in late 2027.

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

as of June 30, 2026 and December 31, 2025 and for the three and six months ended June 30, 2026 and 2025

______________________________________________________________________________________________________

6 unchanged sentences

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 March 31, 2026

Three Months Ended June 30, 2026

Reimbursements

11 unchanged sentences

$ 683,289 $ 77,702 $ 50,413 $ 31,825 $ 126,357 $ 28,481 $ 36,319 $ 1,034,386

Three Months Ended March 31, 2025 (1)

Three Months Ended June 30, 2025 (1)

Reimbursements

11 unchanged sentences

$ 671,455 $ 78,167 $ 51,453 $ 39,139 $ 133,912 $ 23,775 $ 36,097 $ 1,033,998

( 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.

Six Months Ended June 30, 2026

Reimbursements

(In thousands)

Las Vegas Locals

$ 324,759 $ 46,354 $ 41,749 $ — $ — $ — $ 30,140 $ 443,002

Downtown Las Vegas

66,523 20,822 13,916 — — — 5,789 107,050

Midwest & South

919,403 86,296 40,695 — — — 35,589 1,081,983

— — — 58,073 261,804 — — 319,877

Managed & Other

23,105 — — — — 54,702 2,022 79,829

Total Revenues

$ 1,333,790 $ 153,472 $ 96,360 $ 58,073 $ 261,804 $ 54,702 $ 73,540 $ 2,031,741

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

as of June 30, 2026 and December 31, 2025 and for the three and six months ended June 30, 2026 and 2025

______________________________________________________________________________________________________

Six Months Ended June 30, 2025 (1)

Reimbursements

(In thousands)

Las Vegas Locals

$ 327,122 $ 47,657 $ 46,909 $ — $ — $ — $ 30,202 $ 451,890

Downtown Las Vegas

70,667 21,752 14,140 — — — 5,981 112,540

Midwest & South

889,407 82,916 37,792 — — — 34,549 1,044,664

— — — 79,107 263,517 — — 342,624

Managed & Other

22,952 — — — — 48,921 1,972 73,845

Total Revenues

$ 1,310,148 $ 152,325 $ 98,841 $ 79,107 $ 263,517 $ 48,921 $ 72,704 $ 2,025,563

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

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

Three Months Ended

Six Months Ended

(In thousands)

6 unchanged sentences

208,748 201,401 401,389 384,623

10,590 22,244 18,946 45,550

Managed & Other

6 unchanged sentences

Deferred rent

132 147 264 294

Master lease rent expense

3 unchanged sentences

Share-based compensation expense

12,817 13,392 20,515 20,997

Project development, preopening and writedowns

2 unchanged sentences

Other operating items, net

1,508 762 3,260 3,507

Total other operating costs and expenses

8 unchanged sentences

Loss on early extinguishments and modifications of debt

( 3 ) ( 48 ) 4 59

Total other expense, net

6 unchanged sentences

Net loss attributable to noncontrolling interest

1,311 1,104 2,560 1,641

Net income attributable to Boyd Gaming

1 unchanged sentence

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

Corporate expense represents unallocated payroll, professional fees, rent, aircraft expenses and various other expenses that are not directly related to our casino, hotel and online operations.

Corporate expense represents unallocated payroll, professional fees, charitable contributions, aircraft expenses and various other expenses that are not directly related to our casino, hotel and online operations.

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

as of June 30, 2026 and December 31, 2025 and for the three and six months ended June 30, 2026 and 2025

______________________________________________________________________________________________________

2 unchanged sentences

To monitor performance, the CODM regularly receives and reviews revenue and Adjusted EBITDAR information monthly for each operating segment aggregated by reportable segment, as well as consolidated expense information.

Additionally, the CODM receives estimated and forecasted expense information by operating segment, as well as Adjusted EBITDAR margins and customer play on a segment basis.

Additionally, the CODM receives estimated and forecasted expense information by operating segment, as well as Adjusted EBITDAR margins and customer play on an operating segment basis.

The CODM uses Adjusted EBITDAR margins to monitor the operating efficiencies of segments and customer play trends to monitor the overall health of the player in each segment.

6 unchanged sentences

(In thousands)

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

$ 225,898 $ 52,112 $ 556,890 $ 158,182 $ 41,304 $ 1,034,386

5 unchanged sentences

$ 106,416 $ 16,905 $ 208,748 $ 10,590 $ 30,692 $ 350,468

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

$ 229,091 $ 55,253 $ 540,077 $ 173,051 $ 36,526 $ 1,033,998

5 unchanged sentences

$ 112,714 $ 19,405 $ 201,401 $ 22,244 $ 25,963 $ 357,862

Six Months Ended June 30, 2026

$ 443,002 $ 107,050 $ 1,081,983 $ 319,877 $ 79,829 $ 2,031,741

Other segment expenses (1)

236,624 71,245 680,594 300,931 20,721 1,310,115

Corporate expense

— — — — — 53,743

Adjusted EBITDAR

$ 206,378 $ 35,805 $ 401,389 $ 18,946 $ 59,108 $ 667,883

Six Months Ended June 30, 2025

$ 451,890 $ 112,540 $ 1,044,664 $ 342,624 $ 73,845 $ 2,025,563

Other segment expenses (1)

232,629 72,212 660,041 297,074 20,563 1,282,519

Corporate expense

— — — — — 47,665

Adjusted EBITDAR

$ 219,261 $ 40,328 $ 384,623 $ 45,550 $ 53,282 $ 695,379

( 1 ) Other segment expenses include gaming taxes, payroll and payroll related costs, advertising, property insurance, property taxes, professional fees, utilities, and various other expenses related to our casino, hotel and online operations.

Total Reportable Segment Assets

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

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

(In thousands)

12 unchanged sentences

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

as of June 30, 2026 and December 31, 2025 and for the three and six months ended June 30, 2026 and 2025

______________________________________________________________________________________________________

SUBSEQUENT EVENTS

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

We have evaluated all events or transactions that occurred after June 30, 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