BYD Form 4: William Boyd Reports Two Sales and Large Trust Holdings

Rhea-AI Filing Summary

William R. Boyd, a director of Boyd Gaming Corporation (BYD), reported two open-market sales of Common Stock on 08/11/2025 and 08/12/2025. He sold 3,226 shares on 08/11/2025 at a weighted average price of $81.57 and 9,774 shares on 08/12/2025 at a weighted average price of $81.61. The Form 4 shows the reporting person made these disposals and provided weighted-average prices for the trades.

The filing also discloses substantial indirect ownership: 1,680,447 shares are held by the William R. Boyd Gaming Properties Trust (reporting person is trustee, settlor and beneficiary) and 41,552 shares are held by the Sean W. Johnson Separate Property Trust (reporting person is trustee). The reporting person disclaims beneficial ownership except for direct holdings and pecuniary interests in those trusts.

Positive

• Timely, detailed disclosure of insider sales including weighted-average prices and willingness to provide trade-level details upon request
• Substantial indirect ownership disclosed: 1,680,447 shares held by the William R. Boyd Gaming Properties Trust and 41,552 shares held by the Sean W. Johnson Separate Property Trust

Negative

• Director disposed of 13,000 shares across two days, which may be noted by investors though not shown as a material percentage of total holdings in this filing

Insights

Securities Analyst

TL;DR Routine director sales total ~13,000 shares; large trust holdings show continued indirect ownership alignment.

This Form 4 documents two small open-market sales by Director William R. Boyd totaling 13,000 shares at weighted average prices of approximately $81.57 and $81.61. Such transactions are routine insider liquidity events and, in isolation, are not impactful to the company’s fundamentals. The more material disclosure is the sizeable indirect stake held via trusts: 1,680,447 and 41,552 shares, indicating a significant long position held through trust vehicles.

Corporate Governance Expert

TL;DR Timely disclosure of insider sales and explicit trust roles provide transparency; the trades appear routine and not materially adverse.

The filing clarifies the reporting person’s roles as trustee and beneficiary for one trust and trustee for another, which is important for ownership transparency. The reported sales were disclosed with weighted-average prices and the filer offered to provide trade-level detail on request, meeting disclosure expectations. Overall, this filing is not impactful from a governance perspective but reinforces significant indirect ownership through trust instruments.

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)
08/11/2025

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	08/11/2025		S		3,226	D	$81.57(1)	24,962	D
Common Stock	08/12/2025		S		9,774	D	$81.61(2)	15,188	D
Common Stock								1,680,447	I	By Trust(3)
Common Stock								41,552	I	By Trust(4)

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 $81.60 to $81.50 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. This transaction was executed in multiple trades at prices ranging from $81.80 to $81.50 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

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

4. 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.	08/13/2025
	** 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 trades did William R. Boyd report on the BYD Form 4?

The Form 4 reports open-market sales of 3,226 shares on 08/11/2025 at a weighted average price of $81.57 and 9,774 shares on 08/12/2025 at a weighted average price of $81.61.

How many Boyd Gaming (BYD) shares does William R. Boyd indirectly control via trusts?

The filing discloses indirect holdings of 1,680,447 shares by the William R. Boyd Gaming Properties Trust and 41,552 shares by the Sean W. Johnson Separate Property Trust.

What roles does the reporting person hold in the trusts listed on the BYD Form 4?

The reporting person is the trustee, settlor and beneficiary of the William R. Boyd Gaming Properties Trust and is the trustee of the Sean W. Johnson Separate Property Trust.

Did the filing provide trade-level prices for the insider sales?

The filing provides weighted-average prices ($81.57 and $81.61) and states the trades were executed in multiple transactions with prices in specified ranges; the filer offered to provide full trade-level details upon request.

Does the Form 4 assert beneficial ownership beyond direct holdings and trust interests?

No. The reporting person expressly disclaims beneficial ownership