Boyd Gaming (BYD) chair logs PSU vesting and tax share disposal

Rhea-AI Filing Summary

Boyd Gaming (BYD) Executive Chairman Marianne Boyd Johnson reported equity compensation activity involving shares held through affiliated entities. A trust associated with her acquired 8,953 shares of common stock at $0 per share upon vesting of Performance Share Units on February 22, 2026.

The same trust disposed of 3,524 shares at $86.20 per share to satisfy tax obligations by delivering shares rather than cash. The filing also updates direct and indirect holdings across various trusts, limited partnerships, and limited liability companies linked to Johnson, reflecting ongoing structured ownership of Boyd Gaming stock.

Insider Trade Summary

9 transactions reported

Mixed 9 txns

Insider JOHNSON MARIANNE BOYD

Role Executive Chairman

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	8,953	$0.00	--
Tax Withholding	Common Stock	3,524	$86.20	$304K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 1,713,332 shares (Indirect, By Trust*); Common Stock — 39,088 shares (Direct)

Footnotes (1)

1. Represents shares underlying Performance Share Units that vested on February 22, 2026. By Marianne Boyd Johnson as Trustee of the Marianne Boyd Johnson Gaming Properties Trust. By BG-00 Limited Partnership, of which the Marianne Boyd Gaming Properties Trust, of which the reporting person is the trustee, settlor and beneficiary, is the general partner thereof. By WSB-BYD, LLC, of which the reporting person is the Manager. By the Johnson Children's Trust Dated 6/24/96, Taylor J. Boyd, Trustee. By Marianne Boyd Johnson as Trustee of the Justin Boyd Education Trust Dated 11/1/99. By BG-SUB, LLC of which Marianne Boyd Johnson is the managing member thereof. By BYD-SST LLC, of which Marianne Boyd Johnson is the managing member thereof.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

JOHNSON MARIANNE BOYD

(Last) (First) (Middle)

6465 S. RAINBOW BLVD.

(Street)

LAS VEGAS NV 89118

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BOYD GAMING CORP [ BYD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								39,088	D
Common Stock	02/22/2026		A		8,953(1)	A	$0.00(1)	1,713,332	I	By Trust*(2)
Common Stock	02/22/2026		F		3,524	D	$86.2	1,709,808	I	By Trust*(2)
Common Stock								1,487,858	I	By Limited Partnership*(3)
Common Stock								4,800,000	I	By Limited Liability Company*(4)
Common Stock								45,482	I	By Trust*(5)
Common Stock								25,555	I	By Trust*(6)
Common Stock								1,100,000	I	By Limited Liability Company*(7)
Common Stock								4,004,000	I	By Limited Liability Company*(8)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares underlying Performance Share Units that vested on February 22, 2026.

2. By Marianne Boyd Johnson as Trustee of the Marianne Boyd Johnson Gaming Properties Trust.

3. By BG-00 Limited Partnership, of which the Marianne Boyd Gaming Properties Trust, of which the reporting person is the trustee, settlor and beneficiary, is the general partner thereof.

4. By WSB-BYD, LLC, of which the reporting person is the Manager.

5. By the Johnson Children's Trust Dated 6/24/96, Taylor J. Boyd, Trustee.

6. By Marianne Boyd Johnson as Trustee of the Justin Boyd Education Trust Dated 11/1/99.

7. By BG-SUB, LLC of which Marianne Boyd Johnson is the managing member thereof.

8. By BYD-SST LLC, of which Marianne Boyd Johnson is the managing member thereof.

Remarks:

*The reporting person expressly disclaims beneficial ownership of any securities of the Issuer except for those securities that are owned directly by the Reporting Person or to the extent of the Reporting Person's pecuniary interest in a trust or other entity which owns such securities.

	/s/ Uri Clinton, attorney-in-fact for Marianne Boyd Johnson	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transactions did BYD Executive Chairman Marianne Boyd Johnson report?

Marianne Boyd Johnson reported equity compensation activity through affiliated entities. A trust received 8,953 Boyd Gaming common shares from vested Performance Share Units, and 3,524 shares were delivered to cover tax obligations, reflecting non-cash adjustments to her indirect holdings rather than open-market buying or selling.

How many Boyd Gaming (BYD) shares were acquired in this Form 4 filing?

A trust associated with Marianne Boyd Johnson acquired 8,953 Boyd Gaming common shares. These shares represent Performance Share Units that vested on February 22, 2026, increasing the trust’s indirect holdings without a cash purchase, since the reported acquisition price per share was listed as $0.0000.

Why were 3,524 BYD shares disposed of in this insider report?

The 3,524 Boyd Gaming shares were disposed of to satisfy tax obligations. The filing states they were used as payment of tax liability by delivering securities at $86.20 per share, indicating a tax-withholding disposition rather than a discretionary open-market sale by the insider.

Are the BYD shares held directly or indirectly by Marianne Boyd Johnson?

The reported Boyd Gaming shares are largely held indirectly through entities such as trusts, limited partnerships, and limited liability companies. The Form 4 identifies ownership types including “By Trust,” “By Limited Partnership,” and “By Limited Liability Company,” indicating structured indirect beneficial ownership rather than simple direct holdings.

What entities hold BYD shares associated with Marianne Boyd Johnson?

BYD shares are held through several entities linked to Marianne Boyd Johnson, including the Marianne Boyd Johnson Gaming Properties Trust, BG-00 Limited Partnership, WSB-BYD, LLC, BG-SUB, LLC, BYD-SST LLC, and certain family and education trusts, reflecting diversified indirect ownership structures for her Boyd Gaming stake.

Does this BYD Form 4 indicate open-market buying or selling by Marianne Boyd Johnson?

The Form 4 reflects equity awards and tax withholding, not open-market trading. Shares were acquired via vested Performance Share Units at no cost and disposed of to cover tax liabilities by delivering shares, so the transactions adjust indirect holdings without traditional buy or sell orders in the market.