What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-07-30 compared with 2026-04-30 · 189 added, 117 removed, 398 unchanged (43% of the section changed)

81 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.

We also own a travel agency located in Hawaii.

39 unchanged sentences

Three Months Ended

Six Months Ended

(In millions)

2 unchanged sentences

Total Revenues

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.

Total revenues for the three months ended June 30, 2026 increased by $0.4 million compared to the prior year comparable period, primarily due to (i) an increase in gaming revenues of $11.8 million, or 1.8%, driven by an increase in slot win of 2.4% and slot handle of 1.6%;

(ii) an increase in management fee revenue of $4.7 million related to our management of Sky River Casino;

(iii) an increase in Boyd Interactive revenues of $6.5 million, driven by the acquisition of Design Works Studios, LLC ("Design Works") on April 1, 2026, as discussed in Note 1, Summary of Significant Accounting Policies , and organic growth from existing operations;

partially offset by (iv) a decrease in online reimbursements revenue of $7.6 million, which relates to reimbursements of gaming taxes and other expenses paid on behalf of our online partners;

and (v) a decrease in revenue from market access agreements of $13.9 million, resulting from 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.

Total revenues for the six months ended June 30, 2026 increased by $6.2 million, or 0.3%, compared to the prior year comparable period, primarily due to (i) an increase in gaming revenues of $23.6 million, or 1.8%, driven by an increase in slot win of 2.4% and slot handle of 1.6%;

(ii) an increase of $5.8 million related to the Sky River Casino management fee;

(iii) an increase in Boyd Interactive revenues of $7.9 million, driven by the Design Works acquisition on April 1, 2026 and organic growth from existing operations;

partially offset by (iv) a decrease in revenue from market access agreements of $28.9 million, resulting from 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.

Operating Income

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.

Operating income decreased by $41.7 million, or 17.2% , for the three months ended June 30, 2026 , compared to the prior year comparable period, primarily due to (i) an increase in depreciation and amortization expense of $21.1 million, driven by:

the completion of our meeting and convention space at Ameristar St.

Charles in the third quarter of 2025, the opening of the transitional casino in Norfolk, Virginia in November 2025, the opening of Cadence Crossing in March 2026, investments in technology throughout 2025, hotel room renovations and new food & beverage concepts at multiple properties during the latter half of 2025 and into the first half of 2026;

(ii) an increase in project development, preopening and writedowns expense of $12.6 million, which was driven by an $8.8 million increase in costs related to demolition and asset writedowns and a $3.8 million increase in preopening costs;

and (iii) a $13.9 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.

Operating income decreased by $77.6 million, or 17.5%, for the six months ended June 30, 2026, compared to the prior year comparable period, primarily due to (i) an increase in depreciation and amortization expense of $47.9 million, which was driven by:

the completion of our meeting and convention space at Ameristar St.

(ii) an increase in project development, preopening and writedowns expense of $34.4 million, which was driven by a $29.5 million increase in costs related to demolition and asset writedowns and a $4.9 million increase in preopening costs;

(iii) a $28.9 million decrease in revenue from our market access agreements, as market access fee revenue has minimal expenses associated with it, as discussed above;

partially offset by (iv) a $32.3 million decrease in impairment of assets, 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

for the three months ended

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.

June 30, 2026

, compared to the prior year comparable period, primarily due to the $41.7 million decrease in operating income, as discussed above, partially offset by a $19.1 million decrease in interest expense, which was driven by a $1.1 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 the sale of our 5% equity interest in FanDuel ("FanDuel Equity Sale"), partially offset by the $559.4 million of average outstanding principal under the Credit Facility during the second quarter of 2026 (Prior Credit Facility and Credit Facility are as defined below in "Liquidity and Capital Resources -

Net income decreased by $27.0 million, or 10.3%, for the six months ended June 30, 2026, compared to the prior year comparable period, primarily due to the $77.6 million decrease in operating income, as discussed above.

Net income was favorably impacted by a $39.1 million decrease in interest expense, which was driven by a $1.1 billion decrease in the weighted average outstanding debt balance, due to debt repayments under the Prior Credit Facility during the third quarter of 2025 as a result of the FanDuel Equity Sale, as discussed above, combined with a 60-basis point decline in the weighted average interest rate.

Net income was also favorably impacted by a $10.7 million decrease in the income tax provision driven by the decrease in operating income and interest expense, as discussed above.

Operating Revenues

1 unchanged sentence

66% of revenues for the

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

March 31, 2026

, respectively

three and six months ended June 30, 2026 and

65% of revenues for the

three and six months ended June 30, 2025.

Online reimbursements revenues represent our next most significant revenue source, generating

12% and 13% of revenues for the

three and six months ended June 30, 2026

, respectively , and

13% of revenues for both the

three and six months ended June 30, 2025.

Food & beverage revenues, room revenues, online revenues, management fee revenues and other revenues each separately contributed 8% or less of revenues during these periods.

Three Months Ended

Six Months Ended

(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 $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%.

The increase in gaming revenues of $11.8 million, or 1.8% , during the three months ended June 30, 2026 , compared to the prior year comparable period, was primarily due to increases in slot win of 2.4% and slot handle of 1.6%.

Gaming revenues increased $23.6 million, or 1.8%, during the six months ended June 30, 2026, compared to the prior year comparable period, primarily due to increases in slot win of 2.4% and slot handle of 1.6%.

Food & Beverage

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.

Food & beverage revenues decreased $0.5 million, or 0.6% , during the three months ended June 30, 2026 , compared to the prior year comparable period, primarily due to a 2.6% decrease in food covers.

Food & beverage margin for the three months ended June 30, 2026, decreased to 13.8% from 16.1% for the prior year comparable period, primarily due to a 2.4% increase in cost per guest served.

Food & beverage revenues increased $1.1 million, or 0.8% , during the six months ended June 30, 2026, compared to the prior year comparable period, primarily due to an increase in average guest check of 1.4%.

Food & beverage margin for the six months ended June 30, 2026, decreased to 14.1% from 15.3% for the prior year comparable period, primarily due to a 2.8% increase in cost per guest served.

Room revenues decreased $1.0 million, or 2.0% , during the three months ended June 30, 2026 , compared to the prior year comparable period, primarily due to a 1.4% decrease in hotel occupancy rate.

Room margin for the three months ended June 30, 2026, decreased to 60.7% from 62.1% for the prior year comparable period, primarily due to a 3.1% increase in cost per room.

Room revenues decreased $2.5 million, or 2.5% , during the six months ended June 30, 2026, compared to the prior year comparable period, primarily due to a 1.5% decline in average daily rate.

Room margin for the six months ended June 30, 2026, decreased to 59.5% from 61.1% for the prior year comparable period, primarily due to a 1.9% increase in cost per room.

Online reve nues decreased $7.3 million and $21.0 million during the three and six months ended June 30, 2026, respectively, compared to the prior year comparable periods driven by a decline in revenue from market access agreements of $13.9 million and $28.9 million during the three and six months ended June 30, 2026, respectively, due to the termination of certain market access 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.

This decrease was partially offset by an increase in Boyd Interactive revenues of $6.5 million and $7.9 million during the three and six months ended June 30, 2026, respectively, compared to the prior year comparable periods primarily driven by the Design Works acquisition on April 1, 2026 and organic growth from existing operations.

Online margins decreased as compared to the prior year comparable periods for the three and six months ended June 30, 2026, to 34.0% from 58.7% and 33.4% from 58.8%, respectively, 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 online margins as compared to the prior year, and we expect these lower margins to continue.

As such, the lower market access fees we now receive from the new agreements 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 $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.

Online reimbursements reven ues decreased $7.6 million and $1.7 million during the three and six months ended June 30, 2026 , respectively, compared to the prior year comparable periods, and represent a decrease in reimbursements of gaming taxes and other expenses paid on behalf of our online partners.

The decline was driven by the termination of certain market access agreements as discussed above.

Management fee

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.

Management fee revenues during the three months ended June 30, 2026 and 2025 of $28.5 million and $23.8 milli on, respectively, and during the six months ended June 30, 2026 and 2025 of $54.7 million and $48.9 million, 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 $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.

Other revenues increased $0.2 million, or 0.6% , and $0.8 million, or 1.1%, during the three and six months ended June 30, 2026 , respectively, as compared to the prior year comparable periods.

Revenues and Adjusted EBITDAR by Reportable Segment

3 unchanged sentences

Results for our nonreportable operating segments, including Lattner and our Sky River Casino management fees, are aggregated in the Managed & Other category.

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.

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

3 unchanged sentences

Three Months Ended

Six Months Ended

(In millions)

16 unchanged sentences

, during the three months ended

March 31, 2026

June 30, 2026

, as compared to the prior year comparable period.

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.

Room revenues declined $2.6 million from the prior year comparable period, primarily due to declines in hotel occupancy rate and average daily rate of 5.4% and 3.5%, respectively.

Food & beverage revenues declined by $1.2 million from the prior year comparable period, primarily due to declines in food covers of 2.1% and average guest check of 3.9%.

Total revenues decreased by $8.9 million, or 2.0%, during the six months ended June 30, 2026, as compared to the prior year comparable period.

Room revenues declined $5.2 million from the prior year comparable period, primarily due to a decline in hotel occupancy rate and average daily rate of 4.6% and 5.1%, respectively.

Gaming revenues declined $2.4 million from the prior year comparable period, driven primarily by a 1.9% decrease in slot handle.

Food & beverage revenues declined by $1.3 million from the prior year comparable period, primarily due to a decline in food covers of 4.6%.

The current year 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 during the first quarter of 2026 and continued through the second quarter of 2026.

Adjusted EBITDAR decreased by $6.3 million, or 5.6% , and $12.9 million, or 5.9% , during the three and six months ended June 30, 2026 , respectively, as compared to the prior year comparable periods, due primarily to the revenue declines, as discussed above.

In addition, Adjusted EBITDAR decreased as food & beverage and hotel margins declined with increases in cost per guest served during the three and six months ended June 30, 2026 of 5.2% and 8.3%, respectively, over the prior year comparable periods, and increases in cost per room during the three and six months ended June 30, 2026 of 6.9% and 5.6%, respectively, over the prior year comparable periods.

Downtown Las Vegas

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%.

Total revenues decreased by $3.1 million, or 5.7%, during the three months ended June 30, 2026 , as compared to the prior year comparable period, primarily driven by a $1.8 million decrease in gaming revenues as the segment experienced declines in slot win of 6.9% and slot handle of 4.0%.

In addition, food & beverage revenues declined $0.9 million as compared to the prior year comparable period, primarily due to a 10.5% decline in food covers.

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

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.

The Hawaiian market represented approximately 55% and 53% of our occupied rooms in this segment during the three months ended June 30, 2026 and 2025 , respectively, with total Hawaiian room nights up 3.8% quarter over quarter.

Total revenues decreased by $5.5 million, or 4.9%, during the six months ended June 30, 2026, as compared to the prior year comparable period, primarily driven by a $4.1 million decrease in gaming revenues as the segment experienced declines in slot win of 6.0% and slot handle of 4.3%.

In addition, food & beverage revenues declined $0.9 million as compared to the prior year comparable period, primarily due to a 6.4% decline in food covers.

The Hawaiian market represented approximately 56% and 53% of our occupied rooms in this segment during the six months ended June 30, 2026 and 2025, respectively, with total Hawaiian room nights up 6.5% year over year.

Adjusted EBITDAR decreased by

three months ended March 31, 2026

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

million, or 11.2%

three and six months ended June 30, 2026

, respectively, as compared to the prior year comparable periods, due primarily to the gaming revenues declines, as discussed above.

Similar to the Las Vegas Locals segment, Downtown Las Vegas has also been impacted by continued softness in destination business outside of Hawaii and reduced pedestrian traffic throughout downtown Las Vegas.

Midwest & South

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.

Total revenues increased by $16.8 million, or 3.1% , during the three months ended June 30, 2026 , as compared to the prior year comparable period, reflecting increases in all revenue categories.

Gaming revenues was the largest driver and increased $13.2 million, which was attributable to increases in slot win of 3.6% and slot handle of 3.1% over the prior year comparable period.

Total revenues increased by $37.3 million, or 3.6%, during the six months ended June 30, 2026, as compared to the prior year comparable period, reflecting increases in all revenue categories.

Gaming revenues was the largest driver and increased $30.0 million, which was attributable to increases in slot win of 3.9% and slot handle of 3.5% over the prior year comparable period.

Adjusted EBITDA R increased by $7.3 million, or 3.6% , and $16.8 million, or 4.4% , during the three and six months ended June 30, 2026 , respectively, as compared to the prior year comparable periods, due primarily to the gaming revenue increases, as discussed above.

Online segment revenues decreased $14.9 million, or 8.6%, during the three months ended June 30, 2026 , compared to the prior year comparable period, primarily driven by a $13.9 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, and a $7.6 million decrease in reimbursements of gaming taxes and other expenses paid on behalf of our online partners.

Partially offsetting these declines was a $6.5 million increase in revenue from Boyd Interactive's operations for the three months ended June 30, 2026, as compared to the prior year comparable period, which was driven by the Design Works acquisition on April 1, 2026 and organic growth from existing operations.

Online segment revenues decreased by $22.7 million, or 6.6%, during the six months ended June 30, 2026, as compared to the prior year comparable period, primarily due to a $28.9 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, and a $1.7 million decrease in reimbursements of gaming taxes and other expenses paid on behalf of our online partners.

Partially offsetting these declines was a $7.9 million increase in revenue from Boyd Interactive's operations for the six months ended June 30, 2026, as compared to the prior year comparable period, which was driven by the Design Works acquisition on April 1, 2026 and organic growth from existing operations.

Adjusted EBITDAR decreased

million during the

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.

million and $26.6 million during the

three and six months ended June 30, 2026

, respectively, as compared to the prior year comparable periods, and was driven by the $13.9 million and $28.9 million reduction in revenue from market access agreements for the

three and six months ended June 30, 2026

, respectively, as compared to the prior year comparable periods, as there are minimal costs related to such agreements.

Partially offsetting the market access agreement declines was Adjusted EBITDAR growth at Boyd Interactive in both periods, driven by the revenue increases discussed above.

Managed & Other

three months ended March 31, 2026

, total revenues increased by

, 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.

three and six months ended June 30, 2026

, Managed & Other 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 $4.7 million and $5.8 million increase in Sky River Casino management fees for the

three and six months ended June 30, 2026

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

Other Operating Costs and Expenses

1 unchanged sentence

Three Months Ended

Six Months Ended

(In millions)

11 unchanged sentences

10.6% during the

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

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

10.8% during the

six months ended June 30, 2026 and 2025, respectively.

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

2 unchanged sentences

lease rent expense remained generally flat period over period at $28.9 million and $28.4 million during the

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

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

$57.4 million and

$56.6 million during the

six months ended June 30, 2026 and 2025, respectively.

Maintenance and Utilities

2 unchanged sentences

3.6% during the

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

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

3.7% during both the

six months ended June 30, 2026 and 2025.

Depreciation and Amortization

Depreciation and amortization expenses were $91.1 million and $70.0 million during the

three months ended March 31, 2026 and 2025

three months ended June 30, 2026 and 2025

, respectively, and $186.1 million and

million during the

six months ended June 30, 2026 and 2025

, respectively.

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.

The increase for the three and six months ended June 30, 2026 as compared to the prior year comparable periods, was primarily attributable to completion of our meeting and convention space at Ameristar St.

Corporate 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, in addition to the corporate portion of share-based compensation expense.

Corporate expense was

of revenues during the

three months ended March 31, 2026 and 2025

three months ended June 30, 2026 and 2025

, respectively, and 3.4%

of revenues during the

six months ended June 30, 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.

The growth in corporate expense during the six months ended June 30, 2026, as compared to the prior year comparable period, was driven primarily by one-time compensation costs incurred during the first quarter of 2026.

Project Development, Preopening and Writedowns

2 unchanged sentences

(ii) certain costs of start-up activities that are expensed as incurred in our ongoing efforts to develop gaming activities in new jurisdictions and expenses related to other new business development activities that do not qualify as capital costs;

(iii) realized losses arising from asset dispositions and asset disposal costs;

(iii) realized losses arising from asset dispositions and asset disposal

and (iv) realized gains arising from asset dispositions.

1 unchanged sentence

During the three months ended

March 31, 2026

June 30, 2026

, project development, preopening and writedowns included $9.8 million of costs incurred related to demolition and asset writedowns and $5.6 million in preopening costs.

During the three months ended

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.

June 30, 2025

, project development, preopening and writedowns included $1.8 million in preopening costs and $0.9 million related to asset writedowns.

six months ended June 30, 2026

, the Company incurred $28.0 million of costs related to demolition and asset writedowns and $7.6 million in preopening costs.

six months ended June 30, 2025

, project development, preopening and writedowns included $2.7 million of preopening expenses and $1.1 million of asset writedowns partially offset by $2.5 million in insurance proceeds related to an asset disposition.

Impairment of Assets

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.

During the three and six months ended June 30, 2026 , there were no asset impairment charges incurred.

During the six months ended June 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.

Other Operating Items, net

4 unchanged sentences

Three Months Ended

Six Months Ended

(In millions)

3 unchanged sentences

(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 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.

Interest expense, net of capitalized interest and interest income, for the three months ended June 30, 2026 , decreased $19.2 million, or 38.9% , from the prior year comparable period and was primarily driven by a decrease in the weighted average debt balance of $1.1 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 in the third quarter of 2025 of $1,680.9 million of then outstanding debt under the Prior Credit Facility with the proceeds from the FanDuel Equity Sale, as discussed above.

Interest expense, net of capitalized interest and interest income, for the six months ended June 30, 2026, decreased $40.2 million, or 41.5%, from the prior year comparable period and was primarily driven by a decrease in the weighted average debt balance of $1.1 billion and an approximate 60-basis point decrease in the weighted average interest rate.

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 extinguis hments and modifications of debt for the six months ended June 30, 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.

The effective tax rates during the six months ended June 30, 2026 and 2025 were 23.8% and 24.3% , respectively.

Our tax rate for the six months ended June 30, 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 six months ended June 30, 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.

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.

2 unchanged sentences

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

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 .

At June 30, 2026 and December 31, 2025, we had cash a nd cash equivalents of $322.7 million and $353.4 million, respectively.

In addition, we held restricted cash balances of $6.1 million and $5.4 million at June 30, 2026 and December 31, 2025 , respectively.

Our working capital deficit at June 30, 2026 and December 31, 2025 , was $141.0 million and $448.5 million, respectively.

The decrease in our working capital deficit from December 31, 2025 to June 30, 2026 is driven by payments totaling $341.0 million for 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.

2 unchanged sentences

Cash Flows Summary

Three Months Ended

Six Months Ended

(In millions)

3 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

10 unchanged sentences

Cash Flows from Operating Activities

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.

During the six months ended June 30, 2026 and 2025 , we generated operating cash flows of $110.8 million and $461.4 million, respectively.

The decline is primarily attributable to $341.0 million in payments for transferable federal energy tax credits during the six months ended June 30, 2026 that were used primarily for federal tax obligations associated with the FanDuel Equity Sale.

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 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;

During the six months ended June 30, 2026 , we had net cash outflows used in investing activities of $343.7 million comprised primarily of:

(i) capital expenditures of $297.1 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;

and (ii) $46.8 million related to the Design Works acquisition.

During the six months ended June 30, 2025 , we incurred net cash outflows for investing activities of $375.9 million comprised primarily of:

(i) capital expenditures of $294.3 million, which related to our various guest room remodels, meeting and convention space expansion 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;

(ii) cash paid for gaming license right of $41.5 million;

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

1 unchanged sentence

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 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.

The net cash inflows from financing activities during the six months ended June 30, 2026 are primarily driven by the net borrowings on the Credit Facility of $566.1 million.

In the first quarter of 2026, the Company entered into an Amended and Restated Credit Agreement and used initial borrowings to retire amounts outstanding under the Prior Credit Facility and pay debt financing costs.

During the six months ended June 30, 2026, the Company borrowed $400.0 million under the Term A Loan Facility and incurred net borrowings under the Revolving Credit Facility, which were primarily used to fund the transferable federal energy tax credit payments, as discussed above, and share repurchases.

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.

This net borrowing is partially offset by $311.1 million of share repurchases and $28.8 million of dividends paid.

The net cash outflows from financing activities during the six months ended June 30, 2025 , was primarily driven by net borrowings under the Prior Credit Facility, partially offset by share repurchases and dividends paid.

During the first half of 2025, we increased borrowings under the Prior Credit Facility as we increased our share repurchase activity during the six months ended June 30, 2025, resulting in net borrowings under the Prior Credit Facility of $387.8 million driven by $433.0 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:

13 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.

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.

Amounts Outstanding

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:

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 millions)

1 unchanged sentence

Total outstanding principal amounts

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%.

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.

The blended interest rate for outstanding borrowings at June 30, 2026 under the Credit Facility was 4.9% and at December 31, 2025 under the Prior Credit Facility was 5.3%.

Debt Service Requirements

3 unchanged sentences

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.

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.

10 unchanged sentences

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

Three Months Ended

Six Months Ended

(In millions)

March 31, 2026

June 30, 2026

Operating income

3 unchanged sentences

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.

As of 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.

We repurchased 1.9 million shares and 1.5 million shares during the three months ended June 30, 2026 and 2025, respectively, and 3.7 million shares and 5.9 million shares during the six months ended June 30, 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.

15 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

Other Items Affecting Liquidity

5 unchanged sentences

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.

We intend to fund 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 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.

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 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.

1 unchanged sentence

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

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.

During the six months ended June 30, 2026 , the Company spent approximately $297 million of the total estimated $650 million to $700 million of capital spend expected in 2026.

Other Opportunities

8 unchanged sentences

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

33 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