Was the Boyd Gaming (BYD) share award to Paul W. Whetsell an open-market purchase?

No, the shares were not an open-market purchase. They were granted as restricted stock units under Boyd Gaming’s 2020 Stock Incentive Plan and issued for no cash consideration, reflecting compensation rather than a discretionary buy in the market by the director.

Director at Boyd Gaming (NYSE: BYD) awarded 2,347 common shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

WHETSELL PAUL W reported acquisition or exercise transactions in this Form 4 filing.

Boyd Gaming director Paul W. Whetsell received 2,347 shares of common stock as a restricted stock unit award under the company’s 2020 Stock Incentive Plan. The RSUs fully vested on the grant date, with one share issued for each unit, bringing his direct holdings to 25,358 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider WHETSELL PAUL W

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,347	$0.00	--

Holdings After Transaction: Common Stock — 25,358 shares (Direct, null)

Footnotes (1)

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Key Figures

Share award size: 2,347 shares Holding after transaction: 25,358 shares Grant price: $0.00 per share +1 more

4 metrics

Share award size 2,347 shares Common stock received from vested RSUs on May 7, 2026

Holding after transaction 25,358 shares Director’s direct ownership after the RSU share issuance

Grant price $0.00 per share RSUs granted for no cash consideration under 2020 plan

Transaction code A (acquisition) Grant, award, or other acquisition of common stock

Key Terms

Restricted Stock Units ("RSUs"), 2020 Stock Incentive Plan, common stock, Grant, award, or other acquisition

4 terms

Restricted Stock Units ("RSUs") financial

"The Restricted Stock Units ("RSUs") were granted to the Reporting Person"

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

"were granted to the Reporting Person for no consideration under Issuer's 2020 Stock Incentive Plan"

common stock financial

"one share of Issuer common stock was issued for each RSU"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

Form 4 Insider Transactions: What Each Field Means →

05/11/2026 - 01:10 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^*

WHETSELL PAUL W

(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)

X	Director	10% 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)

X	Form 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)
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	05/07/2026		A		2,347⁽¹⁾	A	$0⁽¹⁾	25,358	D

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 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.

	Uri Clinton, as Attorney-in-Fact for Paul W. Whetsell	05/11/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Boyd Gaming (BYD) director Paul W. Whetsell report on this Form 4?

Director Paul W. Whetsell reported receiving 2,347 shares of Boyd Gaming common stock. They were issued upon vesting of an equal number of restricted stock units granted under the 2020 Stock Incentive Plan, increasing his direct holdings to 25,358 shares after the award.

How many Boyd Gaming (BYD) shares does Paul W. Whetsell hold after this transaction?

After the grant and immediate vesting of 2,347 shares, Paul W. Whetsell holds 25,358 shares of Boyd Gaming common stock directly. This figure reflects his updated ownership position as disclosed in the Form 4 following the restricted stock unit award.

What are Restricted Stock Units (RSUs) in the context of Boyd Gaming (BYD)?

For Boyd Gaming, RSUs are share-based awards granted under its 2020 Stock Incentive Plan. In this case, each RSU converted into one share of common stock on the grant date, with the award serving as non-cash equity compensation to the reporting director.

Did Paul W. Whetsell pay anything for the Boyd Gaming (BYD) shares he received?

He did not pay cash for these shares. The footnote states the restricted stock units were granted for no consideration under the 2020 Stock Incentive Plan, and one share of Boyd Gaming common stock was issued for each vested RSU on the grant date.