Are there any related party transactions involving the new Boyd Gaming (BYD) directors?

The company states there are no related party transactions involving Stacia J. Andersen, George C. Roeth, or their immediate family members requiring disclosure under Item 404(a) of Regulation S-K. This indicates no disclosed financial relationships between them and Boyd Gaming outside standard director service.

Boyd Gaming (NYSE: BYD) names Stacia Andersen and George Roeth to its board

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Boyd Gaming Corporation appointed Stacia J. Andersen and George C. Roeth to its Board of Directors, effective June 22, 2026. The Board expanded from eight to ten members, with seven directors, including the new appointees, qualifying as independent under New York Stock Exchange standards and the company’s Corporate Governance Guidelines.

Both directors will receive compensation consistent with the director program described in Boyd Gaming’s March 20, 2026 proxy statement. They currently have no committee assignments, and the company plans to amend this Form 8-K once those roles are determined. The filing states there are no family relationships, related party transactions, or selection arrangements involving either appointee, and highlights their prior executive leadership roles in major consumer and pet-related businesses.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Board size after appointments: 10 directors Independent directors: 7 directors Boyd properties: 27 gaming properties +3 more

6 metrics

Board size after appointments 10 directors Board increased from eight to ten members on June 22, 2026

Independent directors 7 directors Seven of ten directors qualify as independent under NYSE standards

Boyd properties 27 gaming properties Boyd Gaming operates 27 gaming entertainment properties in 11 states

Operating states 11 states Geographic footprint of Boyd Gaming’s gaming entertainment properties

Gryphon Investors AUM more than $10 billion Assets under management at Gryphon Investors, where Roeth is an Executive Advisor

Founding year 1975 Boyd Gaming was founded in 1975

Key Terms

independent, Corporate Governance Guidelines, Item 404(a) of Regulation S-K, Regulation FD Disclosure, +1 more

5 terms

independent regulatory

"seven of those members, including Ms. Andersen and Mr. Roeth, qualifying as independent under the listing standards"

Corporate Governance Guidelines regulatory

"qualifying as independent under the listing standards of the New York Stock Exchange and the Company's Corporate Governance Guidelines"

A company’s corporate governance guidelines are a set of written rules and practices that explain how its board and executives make decisions, oversee risks, and hold themselves accountable—think of them as the organization’s playbook for fair and responsible leadership. Investors care because these guidelines shape how transparent decision-making is, reduce the chance of surprises or conflicts, and influence long‑term stability and trust, much like house rules keep a household running smoothly.

Item 404(a) of Regulation S-K regulatory

"no related party transactions ... that would require disclosure under Item 404(a) of Regulation S-K"

Regulation FD Disclosure regulatory

"Item 7.01. Regulation FD Disclosure. On June 25, 2026, the Company issued a press release"

Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

Available on EDGAR 06/25/2026 - 04:16 PM Accepted by SEC EDGAR 06/25/2026 - 04:15 PM

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): June 22, 2026

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 22, 2026, the Board of Directors (the "Board") of Boyd Gaming Corporation (the "Company") appointed Stacia J. Andersen and George C. Roeth as members of the Board, effective on that date. In connection with Ms. Andersen's and Mr. Roeth's appointments, the Board increased its size from eight to ten members, with seven of those members, including Ms. Andersen and Mr. Roeth, qualifying as independent under the listing standards of the New York Stock Exchange and the Company's Corporate Governance Guidelines.

Ms. Andersen and Mr. Roeth will each be paid compensation as a director as described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 20, 2026, under the heading "Director Compensation."

As of the date of this report, Ms. Andersen and Mr. Roeth have not been appointed to any committees of the Board. The Company intends to file an amendment to this Current Report on Form 8-K to disclose the committee assignments of Ms. Andersen and Mr. Roeth when such assignments are determined by the Board.

No family relationship exists between either Ms. Andersen or Mr. Roeth and any of the Company's directors or executive officers. There are no related party transactions in which Ms. Andersen, Mr. Roeth, or any of their respective immediate family members has an interest that would require disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Ms. Andersen or Mr. Roeth and any other person pursuant to which either was selected as a director.

Item 7.01. Regulation FD Disclosure.

On June 25, 2026, the Company issued a press release announcing the appointment of Ms. Andersen and Mr. Roeth to the Board. The press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.

The information set forth in this Item 7.01 of this Current Report on Form 8-K and the accompanying Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description

99.1		Press Release, dated June 25, 2026

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: June 25, 2026	BOYD GAMING CORPORATION
	By: /s/ Uri Clinton
	Uri Clinton
	Chief Legal and Development Officer

Exhibit 99.1

BOYD GAMING APPOINTS STACIA ANDERSEN, GEORGE ROETH

TO BOARD OF DIRECTORS

LAS VEGAS – JUNE 25, 2026 – Boyd Gaming Corporation (NYSE: BYD) today announced the appointment of Stacia J. Andersen and George C. Roeth to its Board of Directors.

Andersen is the former Executive Vice President and Chief Customer Officer for PetSmart LLC, one of the nation’s largest pet supply retailers. Prior to joining PetSmart in 2019, Andersen served as President of Abercrombie & Fitch, and previously held several senior executive roles during a 20-year career at Target Corporation. She currently serves on the Board of Directors of Wolverine World Wide, a leading footwear manufacturing company.

Roeth is the former Chief Executive Officer of Central Garden and Pet, a leading publicly traded company in pet and garden supplies. Prior to joining Central Garden and Pet, Roeth spent 27 years in various marketing and executive roles at The Clorox Company, including co-Chief Operating Officer. Roeth currently serves as Lead Director of Oil-Dri Corporation of America, a leading manufacturer of and supplier of specialty sorbent materials, and is also an Executive Advisor to Gryphon Investors Inc., a private investment firm with more than $10 billion in assets under management.

About Boyd Gaming

Founded in 1975, Boyd Gaming Corporation (NYSE: BYD) is a leading geographically diversified operator of 27 gaming entertainment properties in 11 states. The Company also manages a tribal casino in northern California, and owns and operates Boyd Interactive, a B2B and B2C online casino gaming business. Boyd Gaming’s nationwide portfolio is connected through Boyd Rewards, recognized as the nation’s favorite casino loyalty program by readers of both USA Today and Newsweek. Named by Forbes magazine as one of “America’s Best Companies,” and led by one of the most experienced teams in the industry, Boyd Gaming is dedicated to delivering an outstanding entertainment experience and memorable guest service. For additional Company information and press releases, visit https://www.boydgaming.com.

	Financial Contact:		Media Contact:
	Josh Hirsberg		David Strow
	(702) 792-7234		(702) 792-7386
	joshhirsberg@boydgaming.com		davidstrow@boydgaming.com

Source: View Original Filing on SEC EDGAR

FAQ

What did Boyd Gaming (BYD) announce in this Form 8-K?

Boyd Gaming announced the appointment of Stacia J. Andersen and George C. Roeth to its Board of Directors, effective June 22, 2026. The Board expanded from eight to ten members, with seven directors now qualifying as independent under New York Stock Exchange listing standards.

How did Boyd Gaming’s (BYD) board composition change with these appointments?

The Board increased from eight to ten members with the addition of Stacia J. Andersen and George C. Roeth. Following the change, seven of the ten directors qualify as independent under New York Stock Exchange rules and the company’s Corporate Governance Guidelines, enhancing independent oversight.

How will the new Boyd Gaming (BYD) directors be compensated?

Stacia J. Andersen and George C. Roeth will receive director compensation as described in Boyd Gaming’s definitive proxy statement filed March 20, 2026, under “Director Compensation.” This means their pay follows the company’s existing non-employee director program, rather than a separate bespoke arrangement.

Do the new Boyd Gaming (BYD) directors have committee assignments yet?

As of this report, Stacia J. Andersen and George C. Roeth have not been appointed to any board committees. Boyd Gaming intends to file an amendment to the Form 8-K to disclose their committee assignments once the Board determines those roles in a subsequent decision.

What relevant experience do the new Boyd Gaming (BYD) directors bring?

Stacia J. Andersen previously served as Executive Vice President and Chief Customer Officer at PetSmart and President of Abercrombie & Fitch. George C. Roeth is former CEO of Central Garden and Pet and previously held senior roles at The Clorox Company, adding consumer and pet-industry expertise.

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 EXHIBIT 99.1 - PRESS RELEASE 7.1 KB