BOYD GAMING CORP 10-Q

Item 1. Financial Statements ( Unaudited ) BOYD GAMING CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) June 30, December 31, (In thousands, except share data) 2026 2025 ASSETS Current assets Cash and cash equivalents ($ 6,258 and $ 5,557 assets related to VIE) $ 322,713 $ 353,413 Restricted cash 6,082 5,354 Accounts receivable, net ($ 135 and $ 141 assets related to VIE) 78,802 84,352 Inventories ($ 0 and $ 6 assets related to VIE) 19,078 20,189 Prepaid expenses and other current assets ($ 33 and $ 0 assets related to VIE) 55,725 45,483 Income taxes receivable — 21,937 Total current assets 482,400 530,728 Property and equipment, net 3,009,607 2,871,384 Operating lease right-of-use assets ($ 2,686 and $ 2,809 assets related to VIE) 623,178 646,146 Other assets, net 89,936 93,464 Intangible assets, net ($ 98,754 and $ 98,754 assets related to VIE) 1,489,025 1,474,991 Goodwill, net 990,058 957,977 Total assets $ 6,684,204 $ 6,574,690 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable ($ 450 and $ 255 liabilities related to VIE) $ 144,017 $ 151,292 Accrued liabilities ($ 2,139 and $ 1,932 liabilities related to VIE) 475,979 827,927 Income taxes payable 3,369 — Total current liabilities 623,365 979,219 Long-term debt, net of current maturities and debt issuance costs 2,613,755 2,045,569 Operating lease liabilities, net of current portion ($ 1,258 and $ 1,388 liabilities related to VIE) 524,985 554,252 Deferred income taxes 359,313 323,473 Other liabilities 65,442 64,295 Commitments and contingencies (Note 6) Stockholders' equity Preferred stock, $ 0.01 par value, 5,000,000 shares authorized — — Common stock, $ 0.01 par value, 200,000,000 shares authorized; 73,114,319 and 76,368,491 shares outstanding 731 764 Additional paid-in capital — — Retained earnings 2,501,977 2,609,285 Accumulated other comprehensive loss ( 2,187 ) ( 1,550 ) Boyd Gaming Corporation stockholders' equity 2,500,521 2,608,499 Noncontrolling interest ( 3,177 ) ( 617 ) Total stockholders' equity 2,497,344 2,607,882 Total liabilities and stockholders' equity $ 6,684,204 $ 6,574,690 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended Six Months Ended June 30, June 30, (In thousands, except per share data) 2026 2025 2026 2025 Revenues Gaming $ 683,289 $ 671,455 $ 1,333,790 $ 1,310,148 Food & beverage 77,702 78,167 153,472 152,325 Room 50,413 51,453 96,360 98,841 Online 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 Other 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 Gaming 267,630 259,554 522,479 505,677 Food & beverage 66,980 65,633 131,895 128,970 Room 19,801 19,492 38,973 38,489 Online 20,992 16,183 38,662 32,608 Online reimbursements 126,357 133,912 261,804 263,517 Other 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 — — — 32,272 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 — — 391 — Other, net ( 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 ) Net income 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. 4 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2026 2025 2026 2025 Net income $ 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. 5 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) Boyd Gaming Corporation Stockholders' Equity Accumulated Additional Other Common Stock Paid-in Retained Comprehensive Noncontrolling (In thousands, except share data) Shares Amount Capital Earnings Income (Loss) Interest Total Balances, January 1, 2026 76,368,491 $ 764 $ — $ 2,609,285 $ ( 1,550 ) $ ( 617 ) $ 2,607,882 Net income (loss) — — — 105,542 — ( 1,249 ) 104,293 Fair value adjustments to available-for-sale securities — — — — 118 — 118 Foreign currency translation adjustments — — — — ( 249 ) — ( 249 ) Stock options exercised 23,924 — 425 — — — 425 Release of restricted stock units, net of tax 179,162 2 ( 207 ) ( 8,804 ) — — ( 9,009 ) Release of performance stock units, net of tax 108,477 1 ( 38 ) ( 5,347 ) — — ( 5,384 ) Shares repurchased and retired ( 1,847,047 ) ( 19 ) ( 7,878 ) ( 148,285 ) — — ( 156,182 ) Dividends declared ($ 0.20 per share) — — — ( 15,035 ) — — ( 15,035 ) Share-based compensation costs — — 7,698 — — — 7,698 Balances, March 31, 2026 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 Accumulated Additional Other Common Stock Paid-in Retained Comprehensive Noncontrolling (In thousands, except share data) Shares Amount Capital Earnings Income (Loss) Interest Total Balances, January 1, 2025 86,184,155 $ 862 $ — $ 1,583,053 $ ( 2,402 ) $ — $ 1,581,513 Net income (loss) — — — 111,419 — ( 537 ) 110,882 Fair value adjustments to available-for-sale securities — — — — 411 — 411 Foreign currency translation adjustments — — — — 15 — 15 Stock options exercised 7,477 — 139 — — — 139 Release of restricted stock units, net of tax 44,277 — ( 1,209 ) ( 397 ) — — ( 1,606 ) Release of performance stock units, net of tax 99,124 1 ( 222 ) ( 4,273 ) — — ( 4,494 ) Shares repurchased and retired ( 4,453,045 ) ( 44 ) ( 6,313 ) ( 324,748 ) — — ( 331,105 ) Dividends declared ($ 0.18 per share) — — — ( 14,745 ) — — ( 14,745 ) Share-based compensation costs — — 7,605 — — — 7,605 Transaction with noncontrolling interest — — — — — 3,754 3,754 Balances, March 31, 2025 81,881,988 819 — 1,350,309 ( 1,976 ) 3,217 1,352,369 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. 6 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended June 30, (In thousands) 2026 2025 Cash Flows from Operating Activities Net income $ 234,216 $ 261,236 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 186,090 138,208 Amortization of debt financing costs and discounts on debt 3,489 3,774 Non-cash operating lease expense 51,380 46,303 Share-based compensation expense 20,515 20,997 Deferred income taxes 30,753 14,826 Non-cash interest income ( 1,731 ) ( 1,271 ) Non-cash impairment of assets — 32,272 Loss on early extinguishments and modifications of debt 391 — Other operating activities 16,452 ( 2,390 ) Changes in operating assets and liabilities, excluding the impact of acquisitions: Accounts receivable, net 9,334 16,953 Inventories 1,111 ( 410 ) Prepaid expenses and other current assets ( 9,738 ) 2,960 Income taxes (receivable) payable, net 25,148 7,925 Other assets, net ( 1,137 ) 1,235 Accounts payable and accrued liabilities ( 406,558 ) ( 35,665 ) Operating lease liabilities ( 51,380 ) ( 46,303 ) Other liabilities 2,468 762 Net cash provided by operating activities 110,803 461,412 Cash Flows from Investing Activities Capital expenditures ( 297,113 ) ( 294,322 ) Advances made under note receivable — ( 31,780 ) Cash paid for acquisitions, net of cash received ( 46,844 ) — Cash paid for gaming license right — ( 41,461 ) Other investing activities 269 ( 8,318 ) Net cash used in investing activities ( 343,688 ) ( 375,881 ) Cash Flows from Financing Activities Borrowings under credit facilities 1,284,325 1,375,200 Payments under credit facilities ( 718,200 ) ( 987,400 ) Debt financing costs ( 1,819 ) — Share-based compensation activities ( 21,447 ) ( 6,002 ) Shares repurchased and retired ( 311,054 ) ( 432,997 ) Dividends paid ( 28,802 ) ( 29,410 ) Other financing activities — ( 6 ) Net cash provided by (used in) financing activities 203,003 ( 80,615 ) Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash ( 90 ) ( 267 ) Change in cash, cash equivalents and restricted cash ( 29,972 ) 4,649 Cash, cash equivalents and restricted cash, beginning of period 358,767 321,364 Cash, cash equivalents and restricted cash, end of period $ 328,795 $ 326,013 Supplemental Disclosure of Cash Flow Information Cash paid for interest, net of amounts capitalized $ 56,385 $ 95,326 Cash paid for income taxes 26,827 62,421 Supplemental Schedule of Non-cash Investing and Financing Activities Payables incurred for capital expenditures $ 67,240 $ 32,942 Dividends declared not yet paid 14,597 14,534 Assets acquired in exchange for contingent consideration 5,000 38,539 Derecognition of right-of-use operating lease asset — 36,883 Derecognition of lease liability — ( 36,883 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 7 Table of Contents BOYD GAMING CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) as of June 30, 2026 and December 31, 2025 and for the three and six months ended June 30, 2026 and 2025 ______________________________________________________________________________________________________ NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization Boyd Gaming Corporation (and together with its subsidiaries, the "Company," "Boyd," "Boyd Gaming," "we" or "us") was incorporated in the state of Nevada in 1988 and has been operating since 1975. The Company's common stock is traded on the New York Stock Exchange under the symbol "BYD". We are a geographically diversified operator of 27 brick-and-mortar gaming entertainment properties ("gaming entertainment properties"). Headquartered in Las Vegas, Nevada, we have gaming operations in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi, Missouri, Ohio, Pennsylvania and Virginia. In addition, we own and operate Boyd Interactive, a business-to-business ( "B2B" ) and business-to-consumer ( "B2C" ) online gaming business. We also manage the Sky River Casino located in California under a management agreement with Wilton Rancheria. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the instructions to the Quarterly Report on Form 10 -Q and Article 10 of Regulation S- X and, therefore, do not include all information and footnote disclosures necessary for complete financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"). These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes for the year ended December 31, 2025 , as filed with the U.S. Securities and Exchange Commission ("SEC") on February 20, 2026. The results for the periods indicated are unaudited but reflect all adjustments, consisting only of normal recurring adjustments, that management considers necessary for a fair presentation of financial position, results of operations and cash flows. Results of operations and cash flows for the interim periods presented herein are not necessarily indicative of the results that would be achieved during a full year of operations or in future periods. Recasted Condensed Consolidated Statements of Operations (Unaudited) Starting in the third quarter of 2025, the Company separated online reimbursements revenue from online revenue and online reimbursements expense from online expense. Under certain of our online market access agreements, we are the primary obligor and are responsible for paying gaming taxes and other license obligations owed as the gaming licensee for the related online gaming activities. We are reimbursed for these taxes and other payments by the third -party operators. To improve transparency on the face of the financial statements, the reimbursements we receive are recorded as online reimbursements revenue and the gaming taxes and other expenses paid are reported as online reimbursements expense. 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 and six months ended June 30, 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 and six months ended June 30, 2025. Consolidation of Subsidiaries and Variable Interest Entities The accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiaries. In addition, we consolidate variable interest entities ("VIEs") for which we or one of our consolidated subsidiaries is the primary beneficiary. Investments in unconsolidated affiliates, which are 50% or less owned and where we have significant influence and do not meet the controlling financial interest consolidation criteria of the authoritative accounting guidance for voting interest or VIEs, are accounted for under the equity method. We consider ourselves the primary beneficiary of a VIE when we have both the power to direct the activities that most significantly affect the economic performance of the VIE and the right to receive benefits or the obligation to absorb losses of the entity that could be potentially significant to the VIE. We review investments for VIE consideration if a reconsideration event occurs to determine if the investment qualifies, or continues to qualify, as a VIE. All intercompany accounts and transactions have been eliminated in consolidation. Acquisition 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. 8 Table of Contents 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 Cash and cash equivalents include highly liquid investments, which include cash on hand and in banks, interest-bearing deposits and money market funds with maturities of three months or less at their date of purchase. The instruments are not restricted as to withdrawal or use and are on deposit with high credit quality financial institutions. Although these balances may at times exceed the federal insured deposit limit, we believe such risk is mitigated by the quality of the institution holding such deposit. The carrying values of these instruments approximate their fair values because balances are generally available on demand. Restricted Cash Restricted cash consists primarily of: (i) amounts restricted by regulation for gaming and racing purposes; (ii) amounts restricted by regulation for the value in players' online casino gaming accounts; and (iii) advance payments received for future bookings with our Hawaiian travel agency. These restricted cash balances are invested in highly liquid instruments with a maturity of 90 days or less. These restricted cash balances are held by high credit quality financial institutions. The carrying values of these instruments approximate their fair values because of their short maturities. The following table provides a reconciliation of cash, cash equivalents and restricted cash balances reported within the condensed consolidated balance sheets to the total balance shown in the condensed consolidated statements of cash flows. June 30, December 31, June 30, December 31, (In thousands) 2026 2025 2025 2024 Cash and cash equivalents $ 322,713 $ 353,413 $ 320,111 $ 316,688 Restricted cash 6,082 5,354 5,902 4,676 Total cash, cash equivalents and restricted cash $ 328,795 $ 358,767 $ 326,013 $ 321,364 Leases Management determines if a contract is or contains a lease at inception or modification of a contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both (a) the right to obtain substantially all of the economic benefits from the use of the asset and (b) the right to direct the use of the asset. Operating lease liabilities are recognized based on the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. For our operating leases for which the rate implicit in the lease is not readily determinable, we generally use an incremental borrowing rate based on information available at the commencement date to determine the present value of future lease payments. The incremental borrowing rate is determined based on the weighted average incremental borrowing rate at the lease commencement or modification date that is commensurate with the rate of interest in a similar economic environment that we would have to pay to borrow an amount equal to our future lease payments on a collateralized basis over a similar term, including reasonably certain options to extend or terminate. The determination of the incremental borrowing rate could materially impact our lease liabilities. Operating right-of-use ("ROU") assets and finance lease assets are recognized based on the amount of the initial measurement of the lease liability. Lease expense is recognized on a straight-line basis over the lease term. Lease and non-lease components are accounted for separately. Revenue Recognition The Company’s revenue contracts with customers consist of gaming wagers (including both those made at our gaming entertainment properties and online B2C wagers), hotel room sales, food & beverage offerings and other amenity transactions. See Online Market Access Agreements below for further discussion of revenues earned under our market access agreements. The transaction price for a gaming wagering contract is the difference between gaming wins and losses, not the total amount wagered. Cash discounts, commissions and other cash incentives to customers related to gaming play are recorded as a reduction of gaming revenues. The transaction price for hotel, food & beverage and other contracts is the net amount collected from the customer for such goods and services. Hotel, food & beverage and other services have been determined to be separate, stand-alone performance obligations and the transaction price for such contracts is recorded as revenue as the good or service is transferred to the customer over their stay at the hotel, when the delivery is made for the food & beverage or when the service is provided for other amenity transactions. We have established a player loyalty point program to encourage repeat business from frequent and active slot machine customers and other patrons. Members earn points based on gaming activity and such points can be redeemed for complimentary slot play, food & beverage, hotel rooms and other free goods and services. Gaming wager contracts involve two performance obligations for those customers earning points under the Company’s player loyalty program and a single performance obligation for customers who do not participate in the program. The Company applies a practical expedient by accounting for its gaming contracts on a portfolio basis as such wagers have similar characteristics and the Company reasonably expects the effects on the financial statements of applying the revenue recognition guidance to the portfolio to not differ materially from that which would result if applying the guidance to an individual wagering contract. For purposes of allocating the transaction price in a wagering contract between the wagering performance obligation and the obligation associated with the loyalty points earned, the Company allocates an amount to the player loyalty contract liability based on the stand-alone selling price of the points earned, which is determined by the value of a point that can be redeemed for a hotel room stay, food & beverage or other amenities. Sales and usage-based taxes are excluded from revenues. An amount is allocated to the gaming wager performance obligation using the residual approach as the stand-alone price for wagers is highly variable and no set established price exists for such wagers. The allocated revenue for gaming wagers, excluding race and sports wagers, is recognized when the wagers occur as all such wagers settle immediately. The allocated revenue for race and sports wagers is recognized when the specific event or game occurs. The player loyalty contract liability amount is deferred and recognized as revenue when the customer redeems the points for a hotel room stay, food & beverage or other amenities and such goods or services are delivered to the customer. See Note 4, Accrued Liabilities , for the balance outstanding related to the player loyalty program. The Company collects advance deposits from hotel customers for future hotel reservations and other future events such as banquets and ticketed events. These advance deposits represent obligations of the Company until the hotel room stay is provided to the customer or the banquet or ticketed event occurs. See Note 4, Accrued Liabilities , for the balance outstanding related to advance deposits. The Company's outstanding chip liability represents the amounts owed in exchange for gaming chips held by a customer. Outstanding chips are expected to be recognized as revenue or redeemed for cash within one year of being purchased. See Note 4, Accrued Liabilities , for the balance related to outstanding chips. 9 Table of Contents 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. Gaming revenues are net of incentives earned in our player loyalty program and the estimated retail value of complimentary goods and services provided to customers (such as complimentary rooms and food & beverage). The estimated retail values related to goods and services provided to customers without charge or upon redemption of points under our player loyalty program, included in departmental revenues, and therefore reducing our gaming revenues, are as follows: Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2026 2025 2026 2025 Food & beverage $ 34,685 $ 34,054 $ 67,030 $ 66,313 Room 16,589 16,165 32,286 31,289 Other 2,331 2,181 4,472 3,987 Gaming Taxes We are subject to taxes based on gross gaming revenues in the jurisdictions in which we operate. 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 $ 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 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. We reduce the carrying amounts of deferred tax assets by a valuation allowance if, based on the available evidence, it is more likely than not that such assets will not be realized. Use of the term "more likely than not" indicates the likelihood of occurrence is greater than 50%. Accordingly, the need to establish valuation allowances for deferred tax assets is continually assessed at a minimum quarterly, and as facts and circumstances change, based on a more-likely-than- not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of profitability and taxable income, the duration of statutory carryforward periods, our experience with the utilization of operating loss and tax credit carryforwards before expiration and tax planning strategies. In making such judgments, significant weight is given to evidence that can be objectively verified. Other Long-Term Tax Liabilities The Company's income tax returns are subject to examination by the Internal Revenue Service ("IRS") and other tax authorities in the locations where it operates. The Company assesses potentially unfavorable outcomes of such examinations based on accounting standards for uncertain income taxes, which prescribe a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. Uncertain tax position accounting standards apply to all tax positions related to income taxes. These accounting standards utilize a two -step approach for evaluating tax positions. Recognition occurs when the Company concludes that a tax position, based on its technical merits, is more likely than not to be sustained upon examination. Measurement is only addressed if the position is deemed to be more likely than not to be sustained. The tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon settlement. Tax positions failing to qualify for initial recognition are recognized in the first subsequent interim period that they meet the more-likely-than- not standard. If it is subsequently determined that a previously recognized tax position no longer meets the more-likely-than- not standard, it is required that the tax position is derecognized. Accounting standards for uncertain tax positions specifically prohibit the use of a valuation allowance as a substitute for derecognition of tax positions. As applicable, the Company will recognize accrued penalties and interest related to unrecognized tax benefits in the provision for income taxes. If applicable, accrued interest and penalties are included in other long-term tax liabilities on the condensed consolidated balance sheets. The IRS selected our federal corporate income tax return for the tax year ended December 31, 2021, for examination. 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 June 30, 2026 , there were no changes to our unrecognized tax benefits to date. Tax Credits 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 $ 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 Subject to state law and regulatory approvals, we offer online sports wagering under market access agreements with online operators and receive a market access fee from such operators in Illinois, Indiana, Iowa, Kansas, Louisiana, Missouri (beginning in December 2025) and Pennsylvania as well as online casinos in Pennsylvania. In addition, we offered online sports wagering under market access agreements in Ohio through June 30, 2025. Under our online market access agreements, we receive a revenue share from the third -party 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. Under certain of our online market access agreements, we are the primary obligor and are responsible for paying gaming taxes and other license obligations owed as the gaming licensee for the related online gaming activities. We are reimbursed for these taxes and other payments by the third -party operators. We report these gaming taxes and other expenses paid as online reimbursements expense and the reimbursements we receive as online reimbursements revenue. 10 Table of Contents 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 The Company has foreign subsidiaries related to its Boyd Interactive operations. The Company translates the financial statements of these foreign subsidiaries that are not denominated in U.S. dollars. Balance sheet accounts are translated at the exchange rate in effect at each balance sheet date. Income statement accounts are translated at the average rate of exchange prevailing during the period. 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). Gains or losses from foreign currency transaction remeasurements are recorded in other, net on the condensed consolidated statements of operations. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Recently Adopted Accounting Pronouncements ASU 2025 - 05, Financial Instruments - Credit Losses (Topic 326 ) ("Update 2025 - 05" ) In July 2025, the FASB issued Update 2025 - 05 to clarify guidance related to Topic 326 for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers , and allowing for a practical expedient that assumes that current conditions as of the balance sheet do not change for the remaining life of the asset. 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 the first quarter 2026, and the impact of the adoption to the condensed consolidated financial statements was not material. Recently Issued Accounting Pronouncements A variety of proposed or otherwise potential accounting standards are currently being studied by standard-setting organizations and certain regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, we have not yet determined the effect, if any, that the implementation of such proposed standards would have on our condensed consolidated financial statements. NOTE 2. PROPERTY AND EQUIPMENT, NET Property and equipment, net consists of the following: June 30, December 31, (In thousands) 2026 2025 Land $ 362,178 $ 356,696 Buildings and improvements 3,436,043 3,365,328 Furniture and equipment 2,004,991 1,980,090 Riverboats and barges 194,445 194,292 Construction in progress 376,972 271,603 Total property and equipment 6,374,629 6,168,009 Less accumulated depreciation ( 3,365,022 ) ( 3,296,625 ) Property and equipment, net $ 3,009,607 $ 2,871,384 Depreciation expense is as follows: Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2026 2025 2026 2025 Depreciation expense $ 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 . 11 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 ______________________________________________________________________________________________________ NOTE 3. GOODWILL AND INTANGIBLE ASSETS, NET Intangible assets, net consist of the following: June 30, 2026 Weighted Useful Life Gross Accumulated Effect of Foreign Remaining Carrying Accumulated Impairment Currency Intangible (In thousands) (in years) Value Amortization Losses Exchange Assets, Net Amortizing intangibles Customer relationships 3.2 $ 3,300 $ ( 1,209 ) $ — $ — $ 2,091 Host agreements 6.9 58,000 ( 31,256 ) — — 26,744 Development agreement 3.1 21,373 ( 11,831 ) — — 9,542 Developed technology 5.8 58,012 ( 16,932 ) — ( 355 ) 40,725 B2B relationships 4.2 40,200 ( 14,860 ) — ( 58 ) 25,282 B2C relationships 8.3 13,000 ( 3,972 ) — — 9,028 Marketing agreement 18.2 4,500 ( 413 ) — — 4,087 198,385 ( 80,473 ) — ( 413 ) 117,499 Indefinite lived intangible assets Trademarks Indefinite 199,900 — ( 32,275 ) — 167,625 Gaming license rights Indefinite 1,491,835 ( 33,960 ) ( 253,974 ) — 1,203,901 1,691,735 ( 33,960 ) ( 286,249 ) — 1,371,526 Balances, June 30, 2026 $ 1,890,120 $ ( 114,433 ) $ ( 286,249 ) $ ( 413 ) $ 1,489,025 December 31, 2025 Weighted Useful Life Gross Accumulated Effect of Foreign Remaining Carrying Accumulated Impairment Currency Intangible (In thousands) (in years) Value Amortization Losses Exchange Assets, Net Amortizing intangibles Customer relationships 3.7 $ 3,300 $ ( 880 ) $ — $ — $ 2,420 Host agreements 7.4 58,000 ( 29,323 ) — — 28,677 Development agreement 3.6 21,373 ( 10,304 ) — — 11,069 Developed technology 6.4 47,361 ( 15,351 ) — ( 80 ) 31,930 B2B relationships 4.0 28,000 ( 12,395 ) — ( 6 ) 15,599 B2C relationships 8.8 13,000 ( 3,430 ) — — 9,570 Marketing agreement 18.7 4,500 ( 300 ) — — 4,200 175,534 ( 71,983 ) — ( 86 ) 103,465 Indefinite lived intangible assets Trademarks Indefinite 199,900 — ( 32,275 ) — 167,625 Gaming license rights Indefinite 1,491,835 ( 33,960 ) ( 253,974 ) — 1,203,901 1,691,735 ( 33,960 ) ( 286,249 ) — 1,371,526 Balances, December 31, 2025 $ 1,867,269 $ ( 105,943 ) $ ( 286,249 ) $ ( 86 ) $ 1,474,991 12 Table of Contents 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 following table presents the future amortization expense for our amortizing intangible assets as of June 30, 2026 : (In thousands) Customer Relationships Host Agreements Development Agreement Developed Technology B2B Relationships B2C Relationships Marketing Agreement Total For the year ending December 31, 2026 (excluding six months ended June 30, 2026) $ 331 $ 1,934 $ 1,526 $ 3,760 $ 2,915 $ 541 $ 112 $ 11,119 2027 660 3,867 3,053 8,035 5,947 1,083 225 22,870 2028 660 3,867 3,053 7,827 5,947 1,083 225 22,662 2029 440 3,867 1,910 7,135 5,329 1,083 225 19,989 2030 — 3,867 — 6,587 2,233 1,083 225 13,995 Thereafter — 9,342 — 7,381 2,911 4,155 3,075 26,864 Total future amortization $ 2,091 $ 26,744 $ 9,542 $ 40,725 $ 25,282 $ 9,028 $ 4,087 $ 117,499 Goodwill consists of the following: June 30, 2026 Effect of Gross Accumulated Foreign Carrying Accumulated Impairment Currency Goodwill, (In thousands) Value Amortization Losses Exchange Net Goodwill, net by Segment Las Vegas Locals $ 593,567 $ — $ ( 188,079 ) $ — $ 405,488 Downtown Las Vegas 6,997 ( 6,134 ) — — 863 Midwest & South 636,269 — ( 107,470 ) — 528,799 Online 136,887 — ( 82,000 ) 21 54,908 Managed & Other 30,529 — ( 30,529 ) — — Balances, June 30, 2026 $ 1,404,249 $ ( 6,134 ) $ ( 408,078 ) $ 21 $ 990,058 December 31, 2025 Effect of Gross Accumulated Foreign Carrying Accumulated Impairment Currency Goodwill, (In thousands) Value Amortization Losses Exchange Net Goodwill, net by Segment Las Vegas Locals $ 593,567 $ — $ ( 188,079 ) $ — $ 405,488 Downtown Las Vegas 6,997 ( 6,134 ) — — 863 Midwest & South 636,269 — ( 107,470 ) — 528,799 Online 104,737 — ( 82,000 ) 90 22,827 Managed & Other 30,529 — ( 30,529 ) — — Balances, December 31, 2025 $ 1,372,099 $ ( 6,134 ) $ ( 408,078 ) $ 90 $ 957,977 NOTE 4. ACCRUED LIABILITIES Accrued liabilities consist of the following: June 30, December 31, (In thousands) 2026 2025 Payroll and related $ 79,616 $ 75,822 Interest 17,093 17,092 Gaming 72,376 72,627 Player loyalty program 18,344 20,132 Advance deposits 18,707 17,795 Outstanding chips 4,463 5,443 Dividends payable 14,597 13,767 Operating leases 119,544 111,836 Other 131,239 493,413 Total accrued liabilities $ 475,979 $ 827,927 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. 13 Table of Contents 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 ______________________________________________________________________________________________________ NOTE 5. LONG-TERM DEBT Long-term debt, net of current maturities and debt issuance costs, consists of the following: June 30, 2026 Interest Unamortized Rates at Origination June 30, Outstanding Fees and Long-Term (In thousands) 2026 Principal Costs Debt, Net Credit facility 4.870 % $ 741,100 $ ( 17,682 ) $ 723,418 4.750% senior notes due 2027 4.750 % 1,000,000 ( 2,922 ) 997,078 4.750% senior notes due 2031 4.750 % 900,000 ( 6,741 ) 893,259 Long-term debt, net $ 2,641,100 $ ( 27,345 ) $ 2,613,755 December 31, 2025 Interest Unamortized Rates at Origination December 31, Outstanding Fees and Long-Term (In thousands) 2025 Principal Costs Debt, Net Prior credit facility 5.318 % $ 160,700 $ ( 3,820 ) $ 156,880 4.750% senior notes due 2027 4.750 % 1,000,000 ( 3,896 ) 996,104 4.750% senior notes due 2031 4.750 % 900,000 ( 7,415 ) 892,585 Long-term debt, net $ 2,060,700 $ ( 15,131 ) $ 2,045,569 Bank Credit Facility Credit Agreement On January 21, 2026 ( the "Closing Date"), the Company entered into an Amended and Restated Credit Agreement (the "Credit Agreement") among the Company, certain direct and indirect subsidiaries of the Company as guarantors (the "Guarantors"), Bank of America, N.A., as administrative agent, collateral agent and letter of credit issuer, Wells Fargo Bank, National Association, as swingline lender, and certain other financial institutions party thereto as lenders. The Credit Agreement amended and restated the Credit Agreement dated as of March 2, 2022 ( "Prior Credit Agreement"), among the Company, certain direct and indirect subsidiaries of the Company as guarantors, Bank of America, N.A., as administrative agent, collateral agent and letter of credit issuer, Wells Fargo Bank, National Association, as swingline lender, and certain other financial institutions party thereto as lenders. The Credit Agreement provides for (i) a $ 1,450.0 million senior secured revolving credit facility (the "Revolving Credit Facility") and (ii) a $ 1,200.0 million senior secured term A loan delayed draw facility (the "Term A Loan Facility", and the loans thereunder, the "Term A Loans", and the Term A Loan Facility collectively with the Revolving Credit Facility, the "Credit Facility"). The Revolving Credit Facility and the Term A Loan Facility mature on the fifth anniversary of the Closing Date ("Maturity Date") or earlier upon the occurrence or non-occurrence of certain events, including a springing maturity on September 1, 2027 ( "Springing Maturity Date") if the $ 1.0 billion aggregate principal amount of 4.750 % Senior Notes due 2027 ( "4.750% Senior Notes due 2027" ) have not been refinanced with a maturity date that is 91 days after the Maturity Date. The Company may use availability under the Revolving Credit Facility and the Term A Loan Facility to refinance the 4.750 % Senior Notes due 2027 to satisfy the 4.750 % Senior Notes due 2027 refinance requirements prior to the Springing Maturity Date and upon doing so, the Springing Maturity Date is no longer applicable and the Credit Facility maturity reverts to the Maturity Date. Term A Loans are available to be drawn until July 1, 2027 in up to a maximum of four borrowings, provided that, on February 1, 2026, the remaining borrowings available under the Term A Loan Facility will be reduced by an amount equal to the greater of Term A Loans previously made and $ 400.0 million. As of 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: June 30, December 31, (In thousands) 2026 2025 Revolving Credit Facility $ 315,000 $ 135,000 Term A Loans 400,000 — Swing Loan 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, $ 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 . 14 Table of Contents 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 ______________________________________________________________________________________________________ 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 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, 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 %. Optional and Mandatory Prepayments Pursuant to the terms of the Credit Agreement (i) the loans under the Term A Loan Facility will amortize in an annual amount equal to 5.00 % of the original principal amount thereof, commencing with the first full fiscal quarter ending after the earlier of ( x ) the date the Term A Loans have been fully funded and (y) July 1, 2027, payable on a quarterly basis, and (ii) beginning with the fiscal year ending December 31, 2026, the Company will be required to use a portion of its annual excess cash flow to prepay loans outstanding under the Credit Agreement if the Consolidated Total Net Leverage Ratio (as defined in the Credit Agreement) exceeds certain thresholds set forth in the Credit Agreement. Amounts outstanding under the Credit Agreement may be prepaid without premium or penalty, and the unutilized portion of the commitments may be terminated without penalty, subject to certain conditions. Guarantees and Collateral The Company’s obligations under the Credit Agreement, subject to certain exceptions, are guaranteed by certain of the Company’s subsidiaries and are secured by the capital stock of certain subsidiaries. In addition, subject to certain exceptions, the Company and each of the guarantors granted the administrative agent first priority liens and security interests on substantially all of their real and personal property (other than gaming licenses and subject to certain other exceptions) as additional security for the performance of the secured obligations under the Credit Agreement. The Credit Agreement includes an accordion feature which permits the incurrence of one or more new tranches of revolving credit commitments or term loans and increases to the Revolving Credit Facility and Term A Loan Facility in an aggregate amount up to the sum of (i) the greater of ( x ) $ 1,250.0 million and (y) 100% of Consolidated EBITDA (as defined in the Credit Agreement), (ii) the amount of certain voluntary prepayments of senior secured indebtedness of the Company, and (iii) the maximum amount of incremental commitments which, after giving effect thereto, would not cause the Consolidated First Lien Net Leverage Ratio (as defined in the Credit Agreement) to exceed 3.00 to 1.00 on a pro forma basis, in each case, subject to the satisfaction of certain conditions. Financial and Other Covenants The Credit Agreement contains certain financial and other covenants, including, without limitation, various covenants (i) requiring the maintenance of a minimum consolidated interest coverage ratio on a quarterly basis, (ii) requiring the maintenance of a maximum Consolidated Total Net Leverage Ratio on a quarterly basis, (iii) imposing limitations on the incurrence of indebtedness and liens, (iv) imposing limitations on transfers, sales and other dispositions and (v) imposing restrictions on investments, dividends and certain other payments. Subject to certain exceptions, the Company may be required to repay the amounts outstanding under the Credit Agreement in connection with certain asset sales and issuances of certain additional non-permitted or refinancing indebtedness. The maximum permitted Consolidated Total Net Leverage Ratio is calculated as Consolidated Net Indebtedness to twelve -month trailing Consolidated EBITDA, as defined by the Credit Agreement. The maximum Consolidated Total Net Leverage Ratio must be no higher than 4.50 to 1.00. Early Extinguishments and Modifications of Debt 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. 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 six months ended June 30, 2026 . There was no loss on early extinguishments and modifications of debt for the six months ended June 30, 2025 . Covenant Compliance As of June 30, 2026 , we were in compliance with the financial covenants of our debt instruments. 15 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 ______________________________________________________________________________________________________ NOTE 6. COMMITMENTS AND CONTINGENCIES Wilton Rancheria Agreements In 2012, the Company entered into a management agreement with Wilton Rancheria. The management agreement provides for us to manage Sky River Casino upon its opening on August 15, 2022 for a period of seven years and receive a monthly management fee for our services based on the monthly performance of the gaming facility. The management fee of $ 28.5 million and $ 23.8 million for our management services for the 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 The Company leases the facilities associated with the Ameristar Kansas City, Ameristar St. Charles, Belterra Resort and Belterra Park gaming entertainment properties (“Master Leases”), with the initial term commencing on October 15, 2018 and ending on April 30, 2026, with options for renewal. The term of the Master Leases may be extended for five separate renewal terms of five years each. During the first quarter 2025, the Company exercised its right to extend the Master Leases for the first renewal term. This first renewal extends the Master Leases through April 30, 2031. 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 On October 21, 2024, the Company, the Pamunkey Indian Tribe ("Tribe"), the Pamunkey Indian Tribal Gaming Authority ("PITGA"), and its wholly owned subsidiary, Golden Eagle Consulting II, LLC ("GEC") entered into agreements, pursuant to which, among other things, the Company would, subject to the purchase of land to develop and build a commercial casino and hotel development in Norfolk, Virginia ("Norfolk Casino"), (i) receive from PITGA an exclusive option to purchase a percentage of membership interests of GEC, (ii) make advance payments to PITGA and GEC, and (iii) become developer and manager of the Norfolk Casino. On February 14, 2025, the Norfolk Casino land was purchased, and pursuant to the October 21, 2024, agreements between the Company and the Tribe, PITGA, and GEC, the Company entered into agreements with the Tribe, PITGA and GEC to develop and manage the Norfolk Casino. GEC was previously formed to develop and operate the Norfolk Casino and had no assets or operations, other than the exclusive right to a gaming license for a casino development in Norfolk, Virginia. The development agreement with PITGA and GEC provides for the Company to fund and manage the development of the Norfolk Casino ("Norfolk Development Agreement"). The management agreement with PITGA and GEC provides for the Company to manage the operations of the developed Norfolk Casino ("Norfolk Management Agreement"), including both the transitional casino and the full casino resort. GEC received a gaming license from the Virginia Lottery on October 29, 2025. The transitional casino opened to the public on November 7, 2025 and the full casino resort is expected to open in late 2027, pending receipt of final regulatory approval. Through the Norfolk Management Agreement, the Company is responsible for funding any operational losses and is entitled to significant economic benefits from the developed casino’s operations. 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 not have the power to direct the Tribe or PITGA’s activities, nor is it responsible for economic losses or have rights to economic benefits of the Tribe or PITGA. The Company anticipates incurring aggregate expenditures in connection with the Norfolk Casino project of approximately $ 750.0 million with an estimated $ 300.0 million expected to be incurred in 2026. Commitments As of June 30, 2026 , there have been no material changes to our commitments described under Note 9, Commitments and Contingencies , in our Annual Report on Form 10 -K for the year ended December 31, 2025 , as filed with the SEC on February 20, 2026. Contingencies Legal Matters We are parties to various legal proceedings arising in the ordinary course of business. We believe that all pending claims, if adversely decided, would not have a material effect on our business, financial position, results of operations or cash flows. 16 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 ______________________________________________________________________________________________________ NOTE 7. STOCKHOLDERS' EQUITY AND STOCK INCENTIVE PLANS Share Repurchase Program On October 21, 2021, our Board of Directors authorized a share repurchase program of $ 300.0 million (the "Share Repurchase Program"). In addition, our Board of Directors authorized increases to the Share Repurchase Program of $ 500.0 million on each of June 1, 2022, May 4, 2023, May 9, 2024, December 5, 2024, July 17, 2025 and April 8, 2026. 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. Under the Share Repurchase Program, the Company may repurchase shares of its common stock from time to time on the open market or in privately negotiated transactions. Repurchases of common stock may also be made under Rule 10b5 - 1 plans, which would permit common stock to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. We are not obligated to repurchase any shares under this program. The timing, volume and nature of share repurchases will be at the sole discretion of management, dependent on market conditions, applicable securities laws and other factors, and may be suspended or discontinued at any time. The following table provides information regarding share repurchases during the referenced periods ( 1 ) . Three Months Ended Six Months Ended June 30, June 30, (In thousands, except per share data) 2026 2025 2026 2025 Shares repurchased (2) 1,866 1,480 3,713 5,933 Total cost, including brokerage fees (3) $ 156,017 $ 105,000 $ 311,054 $ 432,997 Average repurchase price per share (4) $ 83.60 $ 70.94 $ 83.77 $ 72.98 ( 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. ( 3 ) Costs exclude 1% excise tax on corporate stock buybacks. ( 4 ) Amounts in the table may not recalculate exactly due to rounding. Average repurchase price per share is calculated based on unrounded numbers and excludes the 1% excise tax. 17 Table of Contents 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 ______________________________________________________________________________________________________ Dividends The dividends declared by the Board of Directors and reflected in the periods presented are: Declaration date Record date Payment date Amount per share December 5, 2024 December 16, 2024 January 15, 2025 0.17 February 20, 2025 March 17, 2025 April 15, 2025 0.18 May 8, 2025 June 16, 2025 July 15, 2025 0.18 December 4, 2025 December 15, 2025 January 15, 2026 0.18 February 19, 2026 March 16, 2026 April 15, 2026 0.20 May 7, 2026 June 15, 2026 July 15, 2026 0.20 Share-Based Compensation We account for share-based awards exchanged for employee services in accordance with the authoritative accounting guidance for share-based payments. Under the guidance, share-based compensation expense is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense, net of estimated forfeitures, over the employee's requisite service period. The following table provides classification detail of the total costs related to our share-based employee compensation plans reported in our condensed consolidated statements of operations: Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2026 2025 2026 2025 Gaming $ 386 $ 297 $ 665 $ 525 Food & beverage 74 56 127 100 Room 35 27 60 48 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 $ 12,817 $ 13,392 $ 20,515 $ 20,997 Restricted Stock Units Our 2020 Plan provides for the grant of Restricted Stock Units ("RSU"). A RSU is an award that may be earned in whole, or in part, upon the passage of time, and that may be settled for cash, shares, other securities or a combination thereof. The RSUs do not contain voting rights and are not entitled to dividends. The RSUs are subject to the terms and conditions contained in the applicable award agreement and the 2020 Plan. Share-based compensation costs related to RSU awards are calculated based on the market price on the date of the grant. We grant RSUs to certain members of management of the Company, which represents a contingent right to receive one share of our common stock upon vesting. Prior to the first quarter 2025 grant, a RSU generally vested on the third anniversary of its issuance date. Beginning with the first quarter 2025 grant, a RSU generally vests in annual installments of one - third of the original number of units granted with the full award fully vested on the third anniversary of its issuance date. Share-based compensation expense is amortized to expense over the requisite service period. In addition, annually we award RSUs to certain members of our Board of Directors and the shares are issued to the director when the RSU is granted. As these RSUs are issued for past service, they are expensed on the date of issuance. Performance Shares Our stock incentive plan provides for the issuance of Performance Share Units ("PSU") grants which may be earned, in whole or in part, upon the passage of time and the attainment of performance criteria. We periodically review our estimates of performance against the defined criteria to assess the expected payout of each outstanding PSU grant and adjust our stock compensation expense accordingly. The PSU grants awarded in first quarter 2023 and 2022 fully vested during the first quarter of 2026 and 2025, respectively. Common shares under the 2023 and 2022 grants were issued based on determination by the Compensation Committee of the Board of Directors ("Compensation Committee") of our actual achievement of Adjusted EBITDAR (as defined in Note 9, Segment Information ), Adjusted EBITDAR margin and return on invested capital for the three -year performance period from January 1, 2023 to December 31, 2025 and January 1, 2022 to December 31, 2024, respectively. As provided under the provisions of our stock incentive plan, certain of the participants elected to surrender a portion of the shares to be received to pay the withholding and other payroll taxes payable on the compensation resulting from the vesting of the PSUs. The PSU grant awarded in February 2023 resulted in a total of 169,656 shares being issued during the first quarter of 2026, representing approximately 1.28 shares per PSU. Of the 169,656 shares issued, a total of 62,021 were surrendered by the participants for payroll taxes, resulting in a net issuance of 107,635 shares due to the vesting of the 2023 grant. The actual achievement level under the award metrics approximated the estimated performance as of the year-end 2025; therefore, the vesting of the PSUs did not impact compensation costs in our 2026 condensed consolidated statement of operations. The PSU grant awarded in February 2022 resulted in a total of 147,970 shares being issued during the first quarter of 2025, representing approximately 1.22 shares per PSU. Of the 147,970 shares issued, a total of 55,433 were surrendered by the participants for payroll taxes, resulting in a net issuance of 92,537 shares due to the vesting of the 2022 grant. The actual achievement level under the award metrics equaled the estimated performance as of the year-end 2024; therefore, the vesting of the PSUs did not impact compensation costs in our 2025 condensed consolidated statement of operations. 18 Table of Contents 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 ______________________________________________________________________________________________________ Unamortized Stock Compensation Expense and Recognition Period 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. NOTE 8. FAIR VALUE MEASUREMENTS We have adopted the authoritative accounting guidance for fair value measurements, which does not determine or affect the circumstances under which fair value measurements are used, but defines fair value, expands disclosure requirements around fair value and specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions. These inputs create the following fair value hierarchy: Level 1 : Quoted prices for identical instruments in active markets. Level 2 : Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 3 : Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. As required by the guidance for fair value measurements, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Thus, assets and liabilities categorized as Level 3 may be measured at fair value using inputs that are observable (Levels 1 and 2 ) and unobservable (Level 3 ). Management's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy levels. Balances Measured at Fair Value The following tables show the fair values of certain of our financial instruments: June 30, 2026 (In thousands) Balance Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 322,713 $ 322,713 $ — $ — Restricted cash 6,082 6,082 — — Investment available for sale 11,574 — — 11,574 December 31, 2025 (In thousands) Balance Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 353,413 $ 353,413 $ — $ — Restricted cash 5,354 5,354 — — Investment available for sale 12,347 — — 12,347 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 June 30, 2026 and December 31, 2025 . Investment Available for Sale We have an investment in a single municipal bond issuance of $ 14.7 million aggregate principal amount of 7.5 % Urban Renewal Tax Increment Revenue Bonds, Taxable Series 2007 that is classified as available for sale with a maturity date of June 1, 2037. We are the only holder of this instrument and there is no quoted market price for this instrument. 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 June 30, 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 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 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. 19 Table of Contents 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 following table summarizes the changes in fair value of the Company's Level 3 investment available for sale asset: Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2026 2025 2026 2025 Balance at beginning of reporting period $ 12,678 $ 13,142 $ 12,347 $ 12,553 Total gains (realized or unrealized): Included in interest income 46 45 92 90 Included in other comprehensive income (loss) ( 305 ) ( 279 ) ( 20 ) 265 Purchases, sales, issuances and settlements: Settlements ( 845 ) ( 785 ) ( 845 ) ( 785 ) Balance at end of reporting period $ 11,574 $ 12,123 $ 11,574 $ 12,123 We are exposed to valuation risk on our Level 3 financial instruments. We estimate our risk exposure using a sensitivity analysis of potential changes in the significant unobservable inputs of our fair value measurements. Our Level 3 financial instruments are most susceptible to valuation risk caused by changes in the discount rate. If the discount rate in our fair value measurements increased or decreased by 100 -basis points, the change would not cause the value of our investment available for sale fair value measurements to change significantly. The fair value of indefinite-lived intangible assets, long-lived assets and operating right-of-use assets, classified in the fair value hierarchy as Level 3, is utilized in performing the Company's impairment analyses (see Note 2, Property and Equipment, Net ). Assets acquired and contingent liabilities assumed as part of an asset acquisition, along with noncontrolling 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. June 30, 2026 Outstanding Carrying Estimated Fair Value (In thousands) Face Amount Value Fair Value Hierarchy Asset Note receivable $ 36,519 $ 36,519 $ 36,993 Level 3 Liabilities Obligation under assessment arrangements 14,567 13,206 16,841 Level 3 December 31, 2025 Outstanding Carrying Estimated Fair Value (In thousands) Face Amount Value Fair Value Hierarchy Asset Note receivable $ 34,789 $ 34,789 $ 35,641 Level 3 Liabilities Obligation under assessment arrangements 15,737 14,200 17,915 Level 3 The following tables provide the fair value measurement information about our long-term debt: June 30, 2026 Outstanding Carrying Estimated Fair Value (In thousands) Face Amount Value Fair Value Hierarchy Credit facility $ 741,100 $ 723,418 $ 730,600 Level 2 4.750% senior notes due 2027 1,000,000 997,078 995,000 Level 1 4.750% senior notes due 2031 900,000 893,259 867,375 Level 1 Total debt $ 2,641,100 $ 2,613,755 $ 2,592,975 December 31, 2025 Outstanding Carrying Estimated Fair Value (In thousands) Face Amount Value Fair Value Hierarchy Prior credit facility $ 160,700 $ 156,880 $ 160,700 Level 2 4.750% senior notes due 2027 1,000,000 996,104 996,250 Level 1 4.750% senior notes due 2031 900,000 892,585 877,500 Level 1 Total debt $ 2,060,700 $ 2,045,569 $ 2,034,450 20 Table of Contents 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 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 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 . NOTE 9. SEGMENT INFORMATION The Company has the following four reportable segments: (i) Las Vegas Locals; (ii) Downtown Las Vegas; (iii) Midwest & South; and (iv) Online, (collectively "Reportable Segments"). The Las Vegas Locals, Downtown Las Vegas and Midwest & South segments include the operating results of our gaming entertainment properties. The table below lists the Reportable Segment classification of each of our gaming entertainment properties that were aggregated based on their similar economic characteristics, types of customers, types of services and products provided, the regulatory environments in which they operate and their management and reporting structure . The Online segment includes the operating results of our online gaming business ("Boyd Interactive") and online market access fees through our agreements with third parties throughout the United States. To reconcile Reportable Segments information to the condensed consolidated information, the Company has aggregated nonreportable operating segments into a Managed & Other category. The Managed & Other category includes management fees earned under our management contract with Wilton Rancheria for the management of Sky River Casino in northern California and the operating results of Lattner Entertainment Group Illinois, LLC, our Illinois distributed gaming operator. Las Vegas Locals Gold Coast Hotel and Casino Las Vegas, Nevada The Orleans Hotel and Casino Las Vegas, Nevada Sam's Town Hotel and Gambling Hall Las Vegas, Nevada Suncoast Hotel and Casino Las Vegas, Nevada Eastside Cannery Casino and Hotel ( 1 ) Las Vegas, Nevada Aliante Casino + Hotel + Spa North Las Vegas, Nevada Cannery Casino Hotel North Las Vegas, Nevada Cadence Crossing ( 2 ) Henderson, Nevada Downtown Las Vegas California Hotel and Casino Las Vegas, Nevada Fremont Hotel & Casino Las Vegas, Nevada Main Street Station Hotel and Casino Las Vegas, Nevada Midwest & South ( 3 ) Par-A-Dice Casino East Peoria, Illinois Belterra Casino Resort ( 4 ) Florence, Indiana Blue Chip Casino Hotel Spa Michigan City, Indiana Diamond Jo Casino Dubuque, Iowa Diamond Jo Worth Northwood, Iowa Kansas Star Casino Mulvane, Kansas Amelia Belle Casino Amelia, Louisiana Delta Downs Racetrack Hotel & Casino Vinton, Louisiana Evangeline Downs Racetrack & Casino Opelousas, Louisiana Sam's Town Shreveport ( 5 ) Shreveport, Louisiana Treasure Chest Casino Kenner, Louisiana IP Casino Resort Spa Biloxi, Mississippi Ameristar Casino * Hotel Kansas City ( 4 ) Kansas City, Missouri Ameristar Casino * Resort * Spa St. Charles ( 4 ) St. Charles, Missouri Belterra Park ( 4 ) Cincinnati, Ohio Valley Forge Casino Resort King of Prussia, Pennsylvania The Interim Gaming Hall ( 6 ) Norfolk, Virginia ( 1 ) Property has been closed since March 18, 2020. During the first quarter of 2026, the property was imploded and sitework to clear and restore the land is underway. ( 2 ) Cadence Crossing opened on March 25, 2026 and replaced the Jokers Wild casino. Demolition activities at Jokers Wild began during the first quarter of 2026. ( 3 ) Sam's Town Hotel and Gambling Hall Tunica ("Sam's Town Tunica"), which was located in Tunica, Mississippi was permanently closed on November 9, 2025. Property results for Sam's Town Tunica for the three 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. ( 5 ) The Company entered into an agreement to sell the property in February 2026. The sale is expected to take place in the third quarter of 2026. ( 6 ) 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. 21 Table of Contents 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 ______________________________________________________________________________________________________ Results of Operations - Total Reportable Segment Revenues and Adjusted EBITDAR We evaluate profitability based on Adjusted EBITDAR, which represents earnings before interest expense, interest income, income taxes, depreciation and amortization, deferred rent, share-based compensation expense, project development, preopening and writedowns expense, impairment of assets, other operating items, net, gain or loss on early extinguishments and modifications of debt, net income (loss) attributable to noncontrolling interest, other items, net and master lease rent expense, as applicable ("Adjusted EBITDAR"). Total Reportable Segment Adjusted EBITDAR is the aggregate sum of the Adjusted EBITDAR for each of the gaming entertainment properties included in our Las Vegas Locals, Downtown Las Vegas and Midwest & South segments and Adjusted EBITDAR related to the online operations in our Online segment. Results for Downtown Las Vegas include the results of our Hawaii-based travel agency as our Downtown Las Vegas properties focus their marketing efforts on gaming customers from Hawaii. EBITDAR is a commonly used measure of performance in our industry that we believe, when considered with measures calculated in accordance with GAAP, facilitates comparisons between us and our competitors and provides our investors a more complete understanding of our operating results before the impact of investing transactions, financing transactions and income taxes. Management has historically adjusted EBITDAR when evaluating operating performance because we believe that the inclusion or exclusion of certain recurring and non-recurring items is necessary to provide a full understanding of our core operating results and as a means to evaluate period-to-period results. 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 June 30, 2026 Food & Online Management Gaming Beverage Room Online Reimbursements Fee Other Total (In thousands) Revenue Revenue Revenue Revenue Revenue Revenue Revenue Revenue Revenues Las Vegas Locals $ 166,707 $ 23,645 $ 21,129 $ — $ — $ — $ 14,417 $ 225,898 Downtown Las Vegas 32,321 9,964 7,017 — — — 2,810 52,112 Midwest & South 472,430 44,093 22,267 — — — 18,100 556,890 Online — — — 31,825 126,357 — — 158,182 Managed & Other 11,831 — — — — 28,481 992 41,304 Total Revenues $ 683,289 $ 77,702 $ 50,413 $ 31,825 $ 126,357 $ 28,481 $ 36,319 $ 1,034,386 Three Months Ended June 30, 2025 (1) Food & Online Management Gaming Beverage Room Online Reimbursements Fee Other Total (In thousands) Revenue Revenue Revenue Revenue Revenue Revenue Revenue Revenue Revenues Las Vegas Locals $ 166,382 $ 24,890 $ 23,706 $ — $ — $ — $ 14,113 $ 229,091 Downtown Las Vegas 34,077 10,874 7,267 — — — 3,035 55,253 Midwest & South 459,231 42,403 20,480 — — — 17,963 540,077 Online — — — 39,139 133,912 — — 173,051 Managed & Other 11,765 — — — — 23,775 986 36,526 Total Revenues $ 671,455 $ 78,167 $ 51,453 $ 39,139 $ 133,912 $ 23,775 $ 36,097 $ 1,033,998 Six Months Ended June 30, 2026 Food & Online Management Gaming Beverage Room Online Reimbursements Fee Other Total (In thousands) Revenue Revenue Revenue Revenue Revenue Revenue Revenue Revenue Revenues 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 Online — — — 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 22 Table of Contents 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 ______________________________________________________________________________________________________ Six Months Ended June 30, 2025 (1) Food & Online Management Gaming Beverage Room Online Reimbursements Fee Other Total (In thousands) Revenue Revenue Revenue Revenue Revenue Revenue Revenue Revenue Revenues 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 Online — — — 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 June 30, June 30, (In thousands) 2026 2025 2026 2025 Adjusted EBITDAR Las Vegas Locals $ 106,416 $ 112,714 $ 206,378 $ 219,261 Downtown Las Vegas 16,905 19,405 35,805 40,328 Midwest & South 208,748 201,401 401,389 384,623 Online 10,590 22,244 18,946 45,550 Managed & Other 30,692 25,963 59,108 53,282 Corporate expense ( 22,883 ) ( 23,865 ) ( 53,743 ) ( 47,665 ) Adjusted EBITDAR 350,468 357,862 667,883 695,379 Other operating costs and expenses Deferred rent 132 147 264 294 Master lease rent expense 28,856 28,442 57,440 56,602 Depreciation and amortization 91,101 69,985 186,090 138,208 Share-based compensation expense 12,817 13,392 20,515 20,997 Project development, preopening and writedowns 15,356 2,764 35,624 1,242 Impairment of assets — — — 32,272 Other operating items, net 1,508 762 3,260 3,507 Total other operating costs and expenses 149,770 115,492 303,193 253,122 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 — — 391 — Other, net ( 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 ) Net income 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 For purposes of this presentation, corporate expense excludes its portion of share-based compensation expense. 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. 23 Table of Contents 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 ______________________________________________________________________________________________________ Total Reportable Segment Expenses The Company's chief operating decision maker ("CODM") is our President and Chief Executive Officer. 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 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. The CODM evaluates operating performance and allocates resources based on revenue and Adjusted EBITDAR. In particular, the CODM utilizes Adjusted EBITDAR to evaluate total company performance and individual operating segment performance. In addition, the CODM utilizes Adjusted EBITDAR in the evaluation of incentive compensation and in the annual budget process. Finally, the CODM uses Adjusted EBITDAR in the evaluation of potential acquisitions. As expense information provided is either at the consolidated Company level or is estimated or forecasted, and the CODM is not able to easily compute any segment expenses, the Company has aggregated all expenses into a single other segment expense category to reconcile segment revenues to Adjusted EBITDAR, the segment performance measure. The following table reconciles, for the periods indicated, the revenues of our Reportable Segments and our Managed & Other category to Adjusted EBITDAR. Las Vegas Downtown Midwest & Managed & (In thousands) Locals Las Vegas South Online Other Total Three Months Ended June 30, 2026 Revenues $ 225,898 $ 52,112 $ 556,890 $ 158,182 $ 41,304 $ 1,034,386 Other segment expenses (1) 119,482 35,207 348,142 147,592 10,612 661,035 Corporate expense — — — — — 22,883 Adjusted EBITDAR $ 106,416 $ 16,905 $ 208,748 $ 10,590 $ 30,692 $ 350,468 Three Months Ended June 30, 2025 Revenues $ 229,091 $ 55,253 $ 540,077 $ 173,051 $ 36,526 $ 1,033,998 Other segment expenses (1) 116,377 35,848 338,676 150,807 10,563 652,271 Corporate expense — — — — — 23,865 Adjusted EBITDAR $ 112,714 $ 19,405 $ 201,401 $ 22,244 $ 25,963 $ 357,862 Six Months Ended June 30, 2026 Revenues $ 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 Revenues $ 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 consist of the following amounts: June 30, December 31, (In thousands) 2026 2025 Assets Las Vegas Locals $ 1,763,457 $ 1,681,176 Downtown Las Vegas 284,183 288,699 Midwest & South 3,871,540 3,924,404 Online 206,963 159,996 Managed & Other 112,399 111,396 Corporate 445,662 409,019 Total Assets $ 6,684,204 $ 6,574,690 24 Table of Contents 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 ______________________________________________________________________________________________________ NOTE 10. SUBSEQUENT EVENTS 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. 25 Table of Contents