Boyd Gaming (NYSE: BYD) top lawyer granted stock, shares withheld for taxes

Rhea-AI Filing Summary

Boyd Gaming Corp general counsel and secretary Uri Clinton reported multiple equity compensation transactions in company common stock. On February 19, 2026, he acquired 11,869 shares through a restricted stock unit award granted for no cash consideration under the 2020 Stock Incentive Plan.

On February 22, 2026, he received an additional stock award of 11,586 shares and, in a separate transaction the same day, disposed of 9,499 shares at $86.20 per share to satisfy tax withholding obligations tied to vested equity. After these transactions, his directly held stake remained sizeable.

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

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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^*

Clinton Uri

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel & Secretary

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		11,869(1)	A	$0.00(1)	58,199	D
Common Stock	02/22/2026		A		11,586(2)	A	$0.00(2)	69,785	D
Common Stock	02/22/2026		F		9,499	D	$86.2	60,286	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The Reporting Person was awarded 11,869 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.

	Uri Clinton	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).
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FAQ

What insider transactions did Boyd Gaming (BYD) report for Uri Clinton?

Boyd Gaming reported that general counsel Uri Clinton received two stock awards and had shares withheld for taxes. He was granted 11,869 restricted stock units and 11,586 additional shares, while 9,499 shares were disposed of to cover tax obligations on vested equity awards.

How many Boyd Gaming (BYD) shares did Uri Clinton acquire in the latest Form 4?

Uri Clinton acquired two equity awards totaling 23,455 Boyd Gaming common shares. One grant was 11,869 restricted stock units awarded for no consideration, and another award on February 22, 2026 added 11,586 shares as part of his stock-based compensation.

Why were 9,499 Boyd Gaming (BYD) shares disposed of in Uri Clintons Form 4?

The 9,499 Boyd Gaming shares were disposed of to pay tax liabilities on vested equity awards. The transaction, coded "F," reflects tax-withholding by delivering shares at $86.20 per share rather than an open-market sale by Uri Clinton.

What is the nature of the 11,869 Boyd Gaming (BYD) restricted stock units granted to Uri Clinton?

The 11,869 units are restricted stock units granted under Boyd Gamings 2020 Stock Incentive Plan. Each unit represents a contingent right to receive one share of common stock upon vesting, subject to forfeiture and other terms in the award agreement and the plan.

Did Boyd Gaming (BYD) report performance share units vesting for Uri Clinton?

Yes. A footnote explains that certain shares represent underlying Performance Share Units that vested on February 22, 2026. Those vested performance-based awards contributed to the equity reported, alongside associated tax-withholding shares used to satisfy related tax obligations.