Boyd Gaming (NYSE: BYD) CEO awarded shares, stock withheld for taxes

Rhea-AI Filing Summary

Boyd Gaming President and CEO Keith Smith reported several equity-related transactions in company common stock. He acquired 63,188 shares on February 22, 2026 through a grant or award, bringing his direct holdings to 1,102,607 shares immediately after that transaction.

On the same date, 41,234 shares were disposed of at $86.20 per share to satisfy tax obligations by delivering shares, leaving him with 1,061,373 directly held shares. On February 19, 2026, he was awarded 42,730 Restricted Stock Units for no consideration under the 2020 Stock Incentive Plan. An additional 325 shares are held indirectly by his spouse.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider SMITH KEITH

Role President and CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	63,188	$0.00	--
Tax Withholding	Common Stock	41,234	$86.20	$3.55M
Grant/Award	Common Stock	42,730	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 1,102,607 shares (Direct); Common Stock — 325 shares (Indirect, By Spouse)

Footnotes (1)

1. The Reporting Person was awarded 42,730 Restricted Stock Units for no consideration pursuant to the Issuer's 2020 Stock Incentive Plan. Each Restricted Stock Unit represents a contingent right to receive one share of Issuer common stock upon vesting. The Restricted Stock Units are subject to the forfeiture and other terms and conditions contained in the award agreement and the 2020 Stock Incentive Plan Represents shares underlying Performance Share Units that vested on February 22, 2026

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
Estimated average burden
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^*

SMITH KEITH

(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		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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	02/19/2026		A		42,730(1)	A	$0.00(1)	1,039,419	D
Common Stock	02/22/2026		A		63,188(2)	A	$0.00(2)	1,102,607	D
Common Stock	02/22/2026		F		41,234	D	$86.2	1,061,373	D
Common Stock								325	I	By Spouse

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. The Reporting Person was awarded 42,730 Restricted Stock Units for no consideration pursuant to the Issuer's 2020 Stock Incentive Plan. Each Restricted Stock Unit represents a contingent right to receive one share of Issuer common stock upon vesting. The Restricted Stock Units are subject to the forfeiture and other terms and conditions contained in the award agreement and the 2020 Stock Incentive Plan

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

	/s/ Uri Clinton, attorney-in-fact for Keith Smith	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did BYD CEO Keith Smith report on this Form 4?

Keith Smith reported stock awards and a tax-related share disposition. He received 63,188 common shares and 42,730 Restricted Stock Units, and 41,234 shares were delivered to cover tax liabilities, reflecting compensation and withholding activity rather than open-market buying or selling.

How many Boyd Gaming (BYD) shares does CEO Keith Smith hold after these transactions?

After the reported transactions, Keith Smith directly holds 1,061,373 Boyd Gaming common shares. In addition, 325 common shares are held indirectly by his spouse, giving him substantial ongoing equity exposure aligned with shareholders’ interests through direct and family-related ownership.

Were Keith Smith’s BYD stock transactions open-market purchases or sales?

The filing shows no open-market purchases or sales. Shares were acquired through grants and awards, while 41,234 shares were disposed of to pay tax liabilities by delivering stock, a common withholding mechanism tied to equity compensation rather than discretionary trading.

What equity awards did BYD grant to CEO Keith Smith in this Form 4?

Keith Smith was granted 63,188 shares of common stock and 42,730 Restricted Stock Units. The RSUs were issued for no consideration under Boyd Gaming’s 2020 Stock Incentive Plan and each RSU represents a contingent right to receive one share upon vesting, subject to conditions.

What do the Performance Share Units mentioned in the BYD Form 4 represent?

A footnote explains that part of the reported activity represents shares underlying Performance Share Units that vested on February 22, 2026. When these performance-based awards vest, underlying shares are delivered, often accompanied by share withholding to satisfy associated tax obligations for the executive.