Boyd Gaming (NYSE: BYD) CAO reports PSU vesting and tax share disposal

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Boyd Gaming Corp Chief Administrative Officer Stephen S. Thompson reported equity compensation activity involving the company’s common stock. On February 22, 2026, he acquired 15,798 shares through the vesting of Performance Share Units, a non-cash grant/award transaction.

On the same date, 12,868 shares were disposed of at $86.20 per share to satisfy tax withholding obligations, leaving him with 41,539 directly owned shares afterward. In addition, 47,125 shares are held indirectly by the Stephen S. and Debra L. Thompson Trust dated December 17, 2015.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Thompson Stephen S.

Role Chief Administrative Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	15,798	$0.00	--
Tax Withholding	Common Stock	12,868	$86.20	$1.11M
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 54,407 shares (Direct); Common Stock — 47,125 shares (Indirect, By Trust)

Footnotes (1)

Represents shares underlying Performance Share Units that vested on February 22, 2026. By Stephen S. and Debra L. Thompson Trust dated December 17, 2015.

Form 4 Insider Transactions: What Each Field Means →

02/23/2026 - 08:10 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
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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^*

Thompson Stephen S.

(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)
	Chief Administrative Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2026

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	02/22/2026		A		15,798	A	$0.00⁽¹⁾	54,407	D
Common Stock	02/22/2026		F		12,868	D	$86.2	41,539	D
Common Stock								47,125	I	By 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)
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. Represents shares underlying Performance Share Units that vested on February 22, 2026.

2. By Stephen S. and Debra L. Thompson Trust dated December 17, 2015.

	/s/ Uri Clinton, attorney-in-fact for Stephen S. Thompson	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 BYD executive Stephen S. Thompson report?

Stephen S. Thompson reported equity compensation activity in Boyd Gaming common stock. He received 15,798 shares from vested Performance Share Units, then had 12,868 shares withheld at $86.20 per share to cover taxes, resulting in 41,539 directly owned shares afterward.

How many Boyd Gaming (BYD) shares did Thompson acquire in this Form 4?

Thompson acquired 15,798 Boyd Gaming common shares via vested Performance Share Units on February 22, 2026. This was recorded as a grant or award acquisition, with no cash purchase price shown, increasing his direct ownership before tax withholding dispositions.

What does the tax-withholding disposition mean in the BYD Form 4?

The Form 4 shows 12,868 Boyd Gaming shares disposed at $86.20 per share to satisfy tax obligations. This F-code transaction reflects shares withheld for taxes rather than an open-market sale, reducing Thompson’s directly owned shares to 41,539 after the withholding.

How many Boyd Gaming (BYD) shares does Thompson own directly after these transactions?

After the February 22, 2026 transactions, Thompson directly owns 41,539 Boyd Gaming common shares. This figure reflects the shares received from vested Performance Share Units, net of the 12,868 shares disposed of to cover associated tax liabilities.

What Boyd Gaming (BYD) shares are held indirectly through a trust for Thompson?

The filing notes 47,125 Boyd Gaming common shares held indirectly by the Stephen S. and Debra L. Thompson Trust dated December 17, 2015. These are categorized as indirectly owned, separate from Thompson’s 41,539 directly held shares after the reported transactions.

What role does Stephen S. Thompson hold at Boyd Gaming (BYD)?

Stephen S. Thompson is identified as the Chief Administrative Officer of Boyd Gaming Corp. His Form 4 filing reports changes in his beneficial ownership of Boyd Gaming common stock, including a grant from vested Performance Share Units and related tax-withholding share dispositions.