What is the role of performance share units in this Boyd Gaming (BYD) Form 4?

A footnote states that certain reported shares represent stock underlying Performance Share Units that vested on February 22, 2026. When these performance awards vest, they convert into common shares according to plan terms, which are then reported as acquired in the Form 4.

Boyd Gaming (NYSE: BYD) CFO logs stock awards and tax share disposition

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Boyd Gaming CFO & Treasurer Josh Hirsberg reported multiple equity transactions in company common stock. On February 19, 2026, he acquired 16,024 shares at no cost as a grant of Restricted Stock Units under the 2020 Stock Incentive Plan, each unit representing one share upon vesting and subject to plan and award terms. On February 22, 2026, he acquired an additional 16,455 shares at no cost in a grant/award transaction and disposed of 16,918 shares at $86.20 per share to cover tax obligations or exercise costs. A footnote states that some shares relate to Performance Share Units that vested on February 22, 2026. Following these transactions, he directly owned up to 452,664 shares, and 20,500 shares were held indirectly by his spouse.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Hirsberg Josh

Role CFO & Treasurer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	16,455	$0.00	--
Tax Withholding	Common Stock	16,918	$86.20	$1.46M
Grant/Award	Common Stock	16,024	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 452,664 shares (Direct); Common Stock — 20,500 shares (Indirect, By Spouse*)

Footnotes (1)

The Reporting Person was awarded 16,024 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

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Form 4 Insider Transactions: What Each Field Means →

02/23/2026 - 08:13 PM

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^*

Hirsberg Josh

(Last)

(First)

(Middle)

6465 S. RAINBOW BLVD.

(Street)

LAS VEGAS

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO & Treasurer

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/19/2026		A		16,024⁽¹⁾	A	$0⁽¹⁾	436,209	D
Common Stock	02/22/2026		A		16,455⁽²⁾	A	$0⁽²⁾	452,664	D
Common Stock	02/22/2026		F		16,918	D	$86.2	435,746	D
Common Stock								20,500	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The Reporting Person was awarded 16,024 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

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 Josh Hirsberg	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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Boyd Gaming (BYD) report for Josh Hirsberg?

Josh Hirsberg reported equity awards and a tax-related share disposition. He received 16,024 restricted stock units and 16,455 additional shares at no cost, and 16,918 shares were disposed at $86.20 per share to satisfy obligations tied to those awards.

How many Boyd Gaming (BYD) shares did the CFO acquire in these Form 4 filings?

The CFO acquired 16,024 shares through restricted stock units and 16,455 additional shares through another grant. Both awards were at no cost under company equity plans and are subject to vesting, forfeiture, and other plan and award agreement conditions.

Why were 16,918 Boyd Gaming (BYD) shares disposed of at $86.20?

The 16,918 shares disposed at $86.20 per share were reported with code F, meaning they were delivered to cover an exercise price or tax liability. This is characterized as a tax-withholding disposition rather than an open-market sale by the executive.

What does the restricted stock unit grant mean for Boyd Gaming (BYD) CFO ownership?

The 16,024 restricted stock units grant gives a contingent right to receive an equal number of Boyd Gaming shares upon vesting. These units are subject to forfeiture and other terms in the 2020 Stock Incentive Plan and the specific award agreement governing the grant.

How many Boyd Gaming (BYD) shares does Josh Hirsberg own after these transactions?

After the reported transactions, direct holdings reached up to 452,664 Boyd Gaming common shares at one point. In addition, 20,500 shares are reported as held indirectly by his spouse, reflecting both direct and family-associated equity exposure to the company.