Boyd Gaming (BYD) Details Up to $465M in Renewable Energy ITC Purchases

Rhea-AI Filing Summary

Boyd Gaming Corporation entered into agreements in December 2025 to purchase renewable energy investment tax credits (ITCs) to help reduce the economic cost of its 2025 federal income tax obligations. The ITC Purchase Agreements cover ITCs generated by developers of various renewable energy and storage projects under Sections 48 and 48E of the Internal Revenue Code, in aggregate amounts not to exceed approximately $465 million.

The company is indemnified for losses if the ITCs are not effectively transferred or are determined to be invalid, subject to customary limits. Boyd Gaming’s payment obligations are subject to customary conditions, and either party may terminate if the transfer-related actions with the Internal Revenue Service are not completed by September 15, 2026.

Insights

Corporate finance and tax strategy analyst

Boyd Gaming uses up to $465M in renewable tax credits to manage 2025 federal taxes.

Boyd Gaming Corporation has entered into purchase agreements for renewable energy investment tax credits tied to various energy and storage projects under Sections 48 and 48E. The agreements allow the company to buy ITCs at a discount, up to an aggregate amount of about $465 million, with the goal of lowering the economic cost of its 2025 federal income tax obligations.

The structure includes indemnification if the ITCs are not effectively transferred or are found invalid, subject to customary limitations. This shifts some risk of tax credit disallowance back to the developers and related counterparties, while the company commits to funding only when conditions in the agreements are met.

The agreements can be terminated if the actions needed to effectuate the ITC transfers with the Internal Revenue Service are not completed by September 15, 2026. How much of the authorized $465 million is ultimately used, and the timing of transfers completed before that date, will determine the actual impact on Boyd Gaming’s cash taxes for the 2025 tax year.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

__________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): December 29, 2025

Boyd Gaming Corporation

(Exact Name of Registrant as Specified in its Charter)

Nevada	001-12882	88-0242733
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

6465 South Rainbow Boulevard

Las Vegas, Nevada 89118

(Address of Principal Executive Offices, Including Zip Code)

(702) 792-7200

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐         Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value	BYD	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01.      Other Events.

During December 2025, Boyd Gaming Corporation (the "Company"), entered into purchase agreements to reduce the economic cost of satisfying the Company’s 2025 federal income tax obligations by purchasing at a discounted price certain renewable energy investment tax credits ("ITCs") generated by developers of various renewable energy and storage projects under Sections 48 and 48E of the Internal Revenue Code of 1986, as amended. Such agreements (collectively, the "ITC Purchase Agreements") involve the purchase of ITCs in aggregate amounts, not to exceed approximately $465 million.

Pursuant to the ITC Purchase Agreements, in the event, and to the extent, that the ITCs are not effectively transferred or determined to be invalid, the Company is indemnified for attributable losses, subject to certain customary limitations.

The Company’s obligation to fulfill its payment obligations pursuant to the ITC Purchase Agreements is subject to customary conditions. The ITC Purchase Agreements also contain customary representations, warranties and covenants. The ITC Purchase Agreements contain certain termination rights of the parties, including if the actions necessary to effectuate the transfer of the ITCs with the Internal Revenue Service have not been consummated by September 15, 2026.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 29, 2025	BOYD GAMING CORPORATION
	By: /s/ Lori M. Nelson
	Lori M. Nelson
	Senior Vice President Financial Operations and Reporting and Chief Accounting Officer

3

FAQ

What tax credit agreements did Boyd Gaming (BYD) enter into in December 2025?

Boyd Gaming entered into ITC Purchase Agreements to buy renewable energy investment tax credits (ITCs) generated by developers of various renewable energy and storage projects under Sections 48 and 48E of the Internal Revenue Code.

What is the maximum aggregate amount of ITCs Boyd Gaming (BYD) may purchase?

The ITC Purchase Agreements cover investment tax credits in aggregate amounts not to exceed approximately $465 million.

Why is Boyd Gaming (BYD) purchasing renewable energy ITCs?

The company states that the ITC purchases are intended to reduce the economic cost of satisfying its 2025 federal income tax obligations by acquiring the credits at a discounted price.

How is Boyd Gaming (BYD) protected if the ITCs are not transferred or are invalid?

Under the ITC Purchase Agreements, Boyd Gaming is indemnified for attributable losses if the ITCs are not effectively transferred or are determined to be invalid, subject to customary limitations.

What conditions or termination rights apply to Boyd Gaming’s ITC Purchase Agreements?

Boyd Gaming’s payment obligations are subject to customary conditions, and the agreements include termination rights, including if the actions necessary to effectuate the ITC transfers with the IRS have not been consummated by September 15, 2026.

Do the ITC Purchase Agreements include representations and covenants for Boyd Gaming (BYD)?

Yes. The agreements contain customary representations, warranties and covenants for the parties involved in the ITC purchases.