[Form 4] Boyd Gaming Corporation Insider Trading Activity

Rhea-AI Filing Summary

Marianne Boyd Johnson, Executive Chairman, Director and 10% owner of Boyd Gaming Corp (BYD), reported a sale of 100,000 shares of BYD common stock on 08/13/2025 at a weighted average price of $84.17 per share. The filing lists multiple holdings controlled directly or indirectly by Ms. Johnson, including direct ownership of 39,088 shares and significant indirect holdings via trusts, LLCs and a limited partnership that together report multi-million share interests such as 4,800,000, 2,387,949, 4,004,000, and 1,100,000 shares. The form disclaims beneficial ownership beyond direct holdings and pecuniary interests in entities listed. The Form 4 was signed by an attorney-in-fact on 08/14/2025.

Positive

• Transparent disclosure of the date, quantity and weighted average price for the insider sale
• Detailed listing of indirect holdings and the legal entities through which shares are held

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider sale of 100,000 BYD shares reported; substantial indirect holdings remain intact.

The report documents a single execution-day sale of 100,000 BYD shares at a weighted average of $84.17. The reporting person retains substantial indirect positions through multiple trusts, LLCs and a limited partnership, with several multi-million-share entries explicitly listed. The filing follows standard Section 16 disclosure mechanics and includes the required disclaimer of beneficial ownership except for direct holdings and pecuniary interests.

Corporate Governance Expert

TL;DR: Routine Form 4 shows a sizable sale but continued control via related entities; no additional governance action disclosed.

The document shows Ms. Johnson executed market sales across multiple trades on 08/13/2025 and the weighted average sale price is disclosed. The filing enumerates the legal vehicles through which she holds BYD stock, including trusts and manager roles in LLCs, and includes the standard ownership disclaimer. There is no indication in the filing of changes to governance roles or new agreements impacting control.

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^*

JOHNSON MARIANNE BOYD

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025

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								39,088	D
Common Stock	08/13/2025		S		100,000(1)	D	$84.17(1)	1,504,379	I	By Trust*(2)
Common Stock								4,800,000	I	By Limited Liability Company*(3)
Common Stock								25,555	I	By Trust*(4)
Common Stock								90,964	I	By Trust*(5)
Common Stock								2,387,949	I	By Limited Partnership*(6)
Common Stock								1,100,000	I	By Limited Liability Company*(7)
Common Stock								4,004,000	I	By Limited Liability Company*(8)

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. This transaction was executed in multiple trades at prices ranging from $84.43 to $83.84 The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected

2. By Marianne Boyd Johnson as Trustee of the Marianne Boyd Johnson Gaming Properties Trust.

3. By WSB-BYD, LLC, of which the reporting person is the Manager.

4. By Marianne Boyd Johnson as Trustee of the Justin Boyd Education Trust Dated 11/1/99.

5. By the Johnson Children's Trust Dated 6/24/96, Bruno Mark, Trustee.

6. By BG-00 Limited Partnership, of which the Marianne Boyd Gaming Properties Trust, of which the reporting person is the trustee, settlor and beneficiary, is the general partner thereof.

7. By BG-SUB, LLC of which Marianne Boyd Johnson is the managing member thereof.

8. By BYD-SST LLC, of which Marianne Boyd Johnson is the managing member thereof. .

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 Marianne Boyd Johnson	08/14/2025
	** 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.

FAQ

What insider transaction did Marianne Boyd Johnson report on Form 4 for BYD?

The Form 4 reports a sale of 100,000 shares of Boyd Gaming Corp common stock executed on 08/13/2025.

At what price were the BYD shares sold in the insider transaction?

The reported weighted average sale price was $84.17 per share, with individual trades ranging from $84.43 to $83.84.

How many BYD shares does the filing show Marianne Boyd Johnson beneficially owns after the sale?

The filing shows 1,504,379 shares beneficially owned following the reported transaction for one line, plus multiple indirect holdings listed separately (e.g., 4,800,000, 2,387,949, 4,004,000, 1,100,000).

Through which entities does Marianne Boyd Johnson hold indirect BYD stock?

The filing lists holdings via the Marianne Boyd Johnson Gaming Properties Trust, WSB-BYD, LLC, Justin Boyd Education Trust, the Johnson Children's Trust, BG-00 Limited Partnership, BG-SUB, LLC and BYD-SST LLC.

Who signed the Form 4 filing on behalf of Marianne Boyd Johnson?

The form was signed by Uri Clinton, attorney-in-fact for Marianne Boyd Johnson on 08/14/2025.