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Boyd Gaming (NYSE: BYD) director receives 2,347-share stock award

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Thoman A. Randall reported acquisition or exercise transactions in this Form 4 filing.

Boyd Gaming director Thoman A. Randall reported a stock award and updated holdings. He received 2,347 shares of Boyd Gaming common stock for no cash consideration through fully vested Restricted Stock Units granted under the company’s 2020 Stock Incentive Plan, with one share issued for each RSU on the grant date. After this grant, he holds 12,854 shares directly and 3,154 shares indirectly through the Thoman Trust, where he serves as co-trustee.

Positive

  • None.

Negative

  • None.
Insider Thoman A. Randall
Role null
Type Security Shares Price Value
Grant/Award Common Stock 2,347 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 12,854 shares (Direct, null); Common Stock — 3,154 shares (Indirect, By Trust)
Footnotes (1)
  1. The Restricted Stock Units ("RSUs") were granted to the Reporting Person for no consideration under Issuer's 2020 Stock Incentive Plan. The RSUs fully vested, and one share of Issuer common stock was issued for each RSU, on the date of grant. By Thoman Trust, of which reporting person is the co-trustee.
RSU shares granted 2,347 shares Fully vested RSUs converting 1:1 into common stock on grant date
Grant price per share $0.0000 per share Shares issued for no consideration under 2020 Stock Incentive Plan
Direct holdings after grant 12,854 shares Boyd Gaming common stock held directly by Randall after transaction
Indirect holdings via trust 3,154 shares Common stock held indirectly by Thoman Trust, Randall co-trustee
Restricted Stock Units ("RSUs") financial
"The Restricted Stock Units ("RSUs") were granted to the Reporting Person for no consideration"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
2020 Stock Incentive Plan financial
"under Issuer's 2020 Stock Incentive Plan. The RSUs fully vested"
co-trustee financial
"By Thoman Trust, of which reporting person is the co-trustee."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Thoman A. Randall
(Last)(First)(Middle)
6465 S. RAINBOW BLVD.
(Street)
LAS VEGAS NEVADA 89118
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
BOYD GAMING CORP [ BYD ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock05/07/2026A2,347(1)A$0.00(1)12,854D
Common Stock3,154IBy Trust(2)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The Restricted Stock Units ("RSUs") were granted to the Reporting Person for no consideration under Issuer's 2020 Stock Incentive Plan. The RSUs fully vested, and one share of Issuer common stock was issued for each RSU, on the date of grant.
2. By Thoman Trust, of which reporting person is the co-trustee.
Uri Clinton, Attorney-in-Fact for A. Randall Thoman05/11/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Boyd Gaming (BYD) director Thoman A. Randall report in this Form 4?

Director Thoman A. Randall reported receiving 2,347 Boyd Gaming common shares via fully vested RSUs granted under the 2020 Stock Incentive Plan. The award required no cash payment and increased his directly held share balance disclosed in the filing.

How many Boyd Gaming (BYD) shares did Thoman A. Randall acquire?

He acquired 2,347 shares of Boyd Gaming common stock through a grant of fully vested Restricted Stock Units. Each RSU converted into one share on the grant date, and the award was received for no consideration under the company’s 2020 Stock Incentive Plan.

What are Thoman A. Randall’s Boyd Gaming (BYD) holdings after the reported transactions?

Following the reported transactions, Thoman A. Randall holds 12,854 Boyd Gaming common shares directly. He also has 3,154 shares held indirectly through the Thoman Trust, where he is a co-trustee, as disclosed in the ownership footnote.

Were the Boyd Gaming (BYD) shares purchased on the open market?

No, the shares were not open-market purchases. They arose from a grant of fully vested Restricted Stock Units under Boyd Gaming’s 2020 Stock Incentive Plan, issued for no consideration, meaning Randall did not pay cash for the shares.

What is the role of the Thoman Trust in Boyd Gaming (BYD) share ownership?

The Thoman Trust holds 3,154 Boyd Gaming common shares indirectly for the reporting person. Randall is a co-trustee of this trust, and the filing notes these shares as indirectly owned, separate from his directly held 12,854-share position.

What does the Form 4 say about Boyd Gaming’s 2020 Stock Incentive Plan?

The filing notes that the Restricted Stock Units were granted under Boyd Gaming’s 2020 Stock Incentive Plan. Under this plan, the RSUs fully vested on the grant date, and each unit automatically converted into one share of Boyd Gaming common stock.