Boyd Gaming director granted 2,347 RSU shares

BOYD WILLIAM R reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

BOYD WILLIAM R reported acquisition or exercise transactions in this Form 4 filing.

Boyd Gaming Corp director William R. Boyd reported a grant of 2,347 shares of common stock through vested Restricted Stock Units. These RSUs were granted for no consideration under Boyd Gaming’s 2020 Stock Incentive Plan and fully vested on the grant date, with one share issued for each unit.

Following the award, he holds 17,535 shares directly. In addition, he reports indirect holdings of 87,034 shares through the William R. Boyd Gaming Properties Trust and 1,930,447 shares through the Sean W. Johnson Separate Property Trust, both held in a trustee capacity.

Insider Trade Summary

Grant/Award: 2,347 shares

Grant/Award 3 txns

Insider BOYD WILLIAM R

Role Director

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

Holdings After Transaction: Common Stock — 17,535 shares (Direct); Common Stock — 2,017,481 shares (Indirect, By Trust)

Footnotes (3)

1. F1. 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. F2. By the William R. Boyd Gaming Properties Trust, of which the reporting person is the trustee, settlor and beneficiary.
3. F3. By the Sean W. Johnson Separate Property Trust, dated 5/9/2019, of which the reporting person is the trustee.

Key Figures

RSU grant shares: 2,347 shares Direct holdings after grant: 17,535 shares Indirect holdings – Boyd Gaming Properties Trust: 87,034 shares +3 more

6 metrics

RSU grant shares 2,347 shares Common stock received from vested RSUs on grant date

Direct holdings after grant 17,535 shares Boyd Gaming common stock directly owned after transaction

Indirect holdings – Boyd Gaming Properties Trust 87,034 shares Held by William R. Boyd Gaming Properties Trust with Boyd as trustee, settlor and beneficiary

Indirect holdings – Sean W. Johnson Trust 1,930,447 shares Held by Sean W. Johnson Separate Property Trust with Boyd as trustee

Form 4 acquire transactions 1 transaction Grant, award, or other acquisition (RSU-based share grant)

Holding entries updated 2 entries Non-transactional holding lines for indirect trust positions

Key Terms

Restricted Stock Units ("RSUs"), 2020 Stock Incentive Plan, William R. Boyd Gaming Properties Trust, Separate Property Trust, +1 more

5 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"

William R. Boyd Gaming Properties Trust financial

"By the William R. Boyd Gaming Properties Trust, of which the reporting person is the trustee"

Separate Property Trust financial

"By the Sean W. Johnson Separate Property Trust, dated 5/9/2019, of which the reporting person is the trustee"

Grant, award, or other acquisition financial

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

FAQ

What insider transaction did William R. Boyd report for Boyd Gaming (BYD)?

William R. Boyd reported receiving 2,347 shares of Boyd Gaming common stock via vested Restricted Stock Units. The award was granted for no consideration under the 2020 Stock Incentive Plan and converted one-for-one into common shares on the grant date.

How many Boyd Gaming (BYD) shares does William R. Boyd hold directly after this Form 4?

After the reported grant, William R. Boyd holds 17,535 Boyd Gaming common shares directly. These shares reflect his personal direct ownership, separate from larger positions held indirectly through trusts where he serves as trustee and, in one case, beneficiary.

What indirect Boyd Gaming (BYD) holdings are reported through trusts in this filing?

The filing shows 87,034 shares held by the William R. Boyd Gaming Properties Trust and 1,930,447 shares held by the Sean W. Johnson Separate Property Trust. In both cases, William R. Boyd is trustee, and he is also settlor and beneficiary of the properties trust.

What are the terms of the RSU grant reported by William R. Boyd for BYD?

The Restricted Stock Units were granted for no cash consideration under Boyd Gaming’s 2020 Stock Incentive Plan. They fully vested on the grant date, and one share of Boyd Gaming common stock was issued for each RSU upon vesting, increasing his direct holdings.

Does the Form 4 indicate any open-market buying or selling of Boyd Gaming (BYD) shares?

The Form 4 does not show any open-market purchases or sales. It reports a stock-based compensation grant of 2,347 shares via vested RSUs and updates on indirect holdings through two trusts where William R. Boyd serves as trustee.

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Accepted by SEC EDGAR 05/11/2026 - 12:58 PM Learn about SEC filing dates

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^*

BOYD WILLIAM R

(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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/07/2026		A		2,347(1)	A	$0.00(1)	17,535	D
Common Stock								1,930,447	I	By Trust(2)
Common Stock								87,034	I	By Trust(3)

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 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 the William R. Boyd Gaming Properties Trust, of which the reporting person is the trustee, settlor and beneficiary.

3. By the Sean W. Johnson Separate Property Trust, dated 5/9/2019, of which the reporting person is the trustee.

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 William R. Boyd.	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)