[Form 4] Boyd Gaming Corporation Insider Trading Activity

Rhea-AI Filing Summary

William R. Boyd, a director of Boyd Gaming Corp (BYD), reported a Form 4 disclosing receipt of 300,000 shares of the issuer's common stock on 08/18/2025 as a distribution from BG-00 Limited Partnership. The reported transaction shows a price of $0.00 and identifies beneficial ownership following the transaction of 1,980,447 shares held indirectly by a trust. The filing also lists 15,188 shares held directly and 41,552 shares held indirectly by a separate trust. The reporting person states trustee roles for two trusts and disclaims beneficial ownership except as to direct holdings or pecuniary interests in trusts.

Positive

• Clear disclosure of a trust distribution of 300,000 shares with transaction date and zero consideration, indicating transparent reporting
• Identification of trustee roles clarifies governance and potential control over indirectly held shares

Negative

• No price or consideration beyond $0.00 could limit context on economic impact of the distribution
• Form does not aggregate total beneficial ownership across all holdings explicitly, requiring readers to reconcile listed figures

Insights

Corporate Governance Expert

TL;DR: Director received a sizeable trust distribution of 300,000 BYD shares, increasing indirect holdings and confirming trustee control.

This Form 4 documents a non-cash distribution of 300,000 common shares to William R. Boyd from BG-00 Limited Partnership recorded under transaction code J, with a reported price of $0.00. The filing explicitly shows multiple ownership forms: direct holdings of 15,188 shares and indirect holdings of 1,980,447 and 41,552 shares via two trusts for which Mr. Boyd is trustee. The disclosure clarifies fiduciary roles and a standard beneficial-ownership disclaimer. For governance, this increases the director's indirect stake and highlights potential alignment of his financial interest with the company via trust structures.

Securities Compliance Analyst

TL;DR: Transaction is a distribution to trust, reported properly on Form 4 with $0.00 consideration and trustee identification.

The Form 4 provides clear, rule-compliant detail: transaction date, code, amount, and post-transaction beneficial ownership counts. The $0.00 price indicates a distribution rather than a purchase. The filing names the William R. Boyd Gaming Properties Trust and the Sean W. Johnson Separate Property Trust as indirect holders and specifies Mr. Boyd's roles as trustee and beneficiary where applicable. No amendments or additional derivative activity are reported.

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 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		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

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								15,188	D
Common Stock	08/18/2025		J		300,000(1)	A	$0.00	1,980,447	I	By Trust(2)
Common Stock								41,552	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. Transaction reflects the receipt of 300,000 shares of common stock in distribution from BG-00 Limited Partnership.

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.	08/20/2025
	** 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 transaction did William R. Boyd report on Form 4 for BYD?

The Form 4 reports receipt of 300,000 shares of BYD common stock on 08/18/2025 as a distribution from BG-00 Limited Partnership.

How many Boyd Gaming (BYD) shares does the filing show beneficially owned after the transaction?

The filing shows 1,980,447 shares held indirectly by a trust after the reported transaction, plus 15,188 shares held directly and 41,552 held indirectly by a separate trust as listed.

What was the reported price for the 300,000-share transaction?

The Form 4 reports a price of $0.00, indicating the shares were received as a distribution rather than purchased.

What trusts are identified in the Form 4 and what is Boyd's role?

The filing names the William R. Boyd Gaming Properties Trust (reporting person is trustee, settlor and beneficiary) and the Sean W. Johnson Separate Property Trust dated 5/9/2019 (reporting person is trustee).

Does the Form 4 report any derivative transactions for William R. Boyd?

No. Table II for derivative securities contains no reported transactions or holdings.